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3.) CLIENT PARTICIPATION: During the ESP review period the Client shall reasonably support PA's evaluation team in <br />order to produce the ESP review. During the course of the relationship between PA and Client, Client and PA understand <br />that despite PA's recommendations, suggestions, potential suppliers and other proposals, Client has the right not to proceed <br />with said ESP proposals and or move forward with the OC-RCA contractual component. However, if Client does pursue any <br />or all of the documented review recommendations (with or without PA's further assistance), PA is entitled to compensation <br />as outlined in the OC-RCA for ESP reviews. Client agrees to grant PA the right to review any materials (books, records, <br />invoices, contracts or other information) related to the review category selected by Client in Section 1 above. Any additional <br />Client request or engagements, written or otherwise, to review supplementary expenses or income streams would also be <br />governed by the OC-RCA. <br />4.) CONFIDENTIALITY: Each party shall maintain in strict confidence all information received from the other party in the <br />performance of this Agreement. Client acknowledges and agrees that any intellectual property developed or used by PA <br />shall be the property of PA. <br />IN WITNESS WHEREOF, Client has executed this Agreement to be effective on the date below. <br />Client: By: <br />Title: _ Signature: <br />Date: <br />!d <br />PROCUREAMERiCA <br />PUMNESS INTPRIGENC6 SERVICES <br />Procure America 31103 Rancho Viejo Road #D2102 San Juan Capistrano CA 92676 <br />