Item 24 - Approve Agreement for Learning Management System

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If to MERIDIAN: With a copy to: If to CLIENT: ATTN: With a copy to: ATTN: Contracts ATTN: Legal Lori Schnaider, HR Clerk of Council Meridian Department City of Santa Ana City of Santa Ana Knowledge Meridian 20 Civic Center Plaza 20 Civic Center Plaza Solutions, LLC Knowledge M-24 M-30 80 Iron Point Solutions, LLC P.O. Box 1988 P.O. Box 1988 Circle 80 Iron Point Santa Ana, CA 92701 Santa Ana, CA 92701 Suite 100, Circle Folsom, CA Suite 100 95630 Folsom, CA 95630 22. No Partnership or Joint Venture Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorize either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power). This Agreement shall not prevent MERIDIAN from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement. 23. Non -Solicitation In addition to the obligations set forth in Section 5, during the term of this Agreement and for a period of twelve (12) months immediately following the last occurrence of any introductions, interviews, or provision of services under this Agreement, the PARTIES agree not to solicitor hire, indirectly or directly, in either an employee or independent contractor capacity, any individual who (i) was introduced under this Agreement; (ii) the PARTI ES have interviewed under this Agreement; (iii) has provided services under this Agreement, or (iv) the PARTIES or its employees, representatives and or agents have received information about or as the result of any introduction, interview or service provided under this Agreement. Should a PARTY breach this Section of the Agreement in any instance the breaching PARTY will pay the other PARTY an amount of two (2) times the then current annual salary (including any applicable bonus compensation) of the individual solicited. Said payment will be made within fifteen (15) calendar days of the breach as notified in writing by the non -breaching PARTY. The Parties hereto further agree that the limit on liability as defined herein does not apply to this Section 23. 24. Disputes and Arbitration a. The parties agree that in the event of a dispute or alleged breach they will work together in good faith to resolve the matter internally by escalating it to higher levels of management and, if