Item 17 - Agreement for iManage Data Management Systems

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Legal and Professional Services Blue Technologies Smart Solutions LLC, Confidential Page 3 of 10 11. SALES, USE, EXCISE, VAT TAXES: BTSS is obligated to collect sales, use, excise, or VAT tax from ALL Clients in States and/or Countries where BTSS is a tax withholding agent. For States and/or Countries where BTSS is not a tax withholding agent, you are responsible for remitting Sales, Use, Excise or VAT taxes to your taxing authority directly. It is your responsibility to provide the required documentation when submitting an order to claim an exemption. Taxes are charged based on the effective tax rate at the time the invoice is processed. This may be different than the initial rate at which you were quoted. You must submit re-sale or tax-exemption documentation from the State and/or Country in which you are doing business as well as each State and/or Country in which you are shipping goods or receiving services. We are not obligated to refund taxes due to late submission of tax exemption documentation. Submission of all appropriate tax exemption forms must be received by us before we ship the goods or we provide the services. You will be liable for all taxes, surcharges or other charges imposed on the sale of goods or provision of services by any taxing authority if tax forms are not received prior to the invoice being issued. Requests for refunds of sales taxes must be submitted to the appropriate taxing authority directly. 12. NON SOLICITATION: During the Term, and for a period of twenty-four (24) months thereafter, City agrees not to directly or indirectly, solicit, recruit or employ any employee or subcontractor of BTSS without BTSS’ prior written consent. City agrees that, if it hires any employee of BTSS or its subcontractor during the period set forth above without written consent, it shall be presumed that City solicited the employee and City shall pay to BTSS, as liquidated damages and not as penalty an amount equal to the greater of $75,000 or 100% of the annual salary paid to that employee by BTSS or its subcontractor, plus all costs including attorney fees as may be incurred by BTSS in enforcing Section 11. Provided further, in the event that said employee has executed an employment agreement with BTSS, said employment agreement shall remain in effect in accordance with its terms and City shall so advise the employee in writing prior to hiring the employee. 13. ASSIGNMENT: City may not assign this Agreement. BTSS may assign this Agreement to its successor in interests or to a third party acquiring substantially all of its assets or business. 14. NON DISCLOSURE: The terms and conditions of this sales agreement are proprietary in nature to the BTSS and are not to be disclosed to other parties outside the organizations of the BTSS and the City. Such disclosure, at the option of the BTSS, may void this agreement. BTSS understands that City is subject to the California Public Records Act (California Government Code Section 6250 et seq.) and will comply with any applicable laws.