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If to MERIDIAN: <br />With a copy to: <br />If to CLIENT: ATTN: <br />With a copy to: <br />ATTN: Contracts <br />ATTN: Legal <br />Lori Schneider, HR <br />Clerk of Council <br />Meridian <br />Department <br />City of Santa Ana <br />City of Santa Ana <br />Knowledge <br />Meridian <br />20 Civic Center Plaza <br />20 Civic Center Plaza <br />Solutions, LLC <br />Knowledge <br />M-24 <br />M-30 <br />80 Iron Point <br />Solutions, LLC <br />P.O. Box 1988 <br />P.O. Box 1988 <br />Circle <br />80 Iron Point <br />Santa Ana, CA 92701 <br />Santa Ana, CA 92701 <br />Suite 100, <br />Circle <br />Folsom, CA <br />Suite 100 <br />95630 <br />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 partnership between the <br />parties, or authorize either party to act as agent for the other, and neither party shall have the <br />authority to act in the name or on behalf of or otherwise to bind the other in any way (including, <br />but not limited to, the making of any representation or warranty, the assumption of any obligation <br />or liability and the exercise of any right or power). This Agreement shall not prevent MERIDIAN <br />from entering into similar agreements with third parties, or from independently developing, using, <br />selling or licensing documentation, products and/or services which are similar to those provided <br />under this Agreement. <br />23. Non-Sollcitation <br />In addition to the obligations set forth in Section 5, during the term of this Agreement and for a <br />period of twelve (12) months Immediately following the last occurrence of any introductions, <br />interviews, or provision of services under this Agreement, the PARTIES agree not to solicit or hire, <br />indirectly or directly, in either an employee or independent contractor capacity, any individual who <br />(1) was introduced under this Agreement; III) the PARTIES have interviewed under this Agreement; <br />(III) has provided services under this Agreement, or (iv) the PARTIES or its employees, <br />representatives and or agents have received information about or as the result of any introduction, <br />interview or service provided under this Agreement. Should a PARTY breach this Section of the <br />Agreement in any instance the breaching PARTY will pay the other PARTY an amount of two (2) <br />times the then current annual salary (including any applicable bonus compensation) of the <br />individual solicited. Said payment will be made within fifteen (15) calendar days of the breach as <br />notified in writing by the non -breaching PARTY. The Parties hereto further agree that the limit on <br />liability as defined 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 good <br />faith to resolve the matter internally by escalating it to higher levels of management and, if <br />