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22 EMPLOYEES NON-SOLICITATION <br />22.1 Notwithstanding any degree of supervision exercised by either party over employees of the <br />other, in no circumstances will the relationship of employer and employee be deemed to arise <br />between either party and an employee of the other. <br />22.2 Unless this Agreement is earlier terminated by reason of the Supplier’s Insolvency <br />(“Insolvency Event”) when no such restrictions shall apply, during the term of this Agreement <br />and for a period of six months after its termination, Customer will not and will ensure that its <br />Affiliates will not, directly or indirectly, without the prior written consent of the other, solicit, or <br />permit any of its group companies to solicit or entice, the employment of any person who is <br />employed by the other party or any of its group companies and whose role either wholly or <br />partly relates to the provision of the Service or the performance of this Agreement. For the <br />purposes of this clause 22 “solicit” or “entice” means the soliciting or enticing of such person <br />with a view to engaging such person as an employee, director, sub-contractor, consultant or <br />independent contractor or through a company owned by such person or his or her family, but <br />will not apply in the case of any such person responding without enticement to a job <br />advertisement which is capable of being responded to by members of the public (or sections <br />thereof) generally. <br />22.3 In such circumstances where the Supplier suffers an Insolvency Event, nothing in this clause <br />22 will prohibit the Customer from soliciting or enticing or attempting to solicit or entice the <br />employment of any of the key personnel for the duration of that Insolvency Event. <br /> <br />23 ASSIGNMENT <br />23.1 Either party may assign, novate or deal in any other manner with any of its rights and <br />obligations under this Agreement with the prior written consent of the other. <br />23.2 Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the <br />parties and their respective successors and permitted assigns. <br /> <br />24 NOTICES <br />24.1 Notices will be in writing, in the English language, marked for the attention of the specified <br />representative of the party to be given the notice or communication and: <br />24.1.1 Sent by pre-paid first-class post to that party’s address; <br />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 <br />address within 24 hours after sending the e-mail). <br />The address, e-mail address and representative for each party are set out below and may <br />be changed by that party giving at least 5 Business Days’ notice in accordance with this <br />clause 24: <br /> <br /> <br />City of Santa Ana Prime Government Solutions Inc. <br />20 Civic Center, M-(30) 3429 Derry Street <br />Santa Ana, CA 92701 Harrisburgh, PA, 17111 <br /> <br />For the attention of: Clerk of Council For the attention of: PrimeGov Finance <br /> billing@primegov.com <br /> <br />24.2 Any Notice given in accordance with 24.1 will be deemed to have been served: <br />24.2.1 if given as set out in clause 24.1.1 at 9.00 am on the second Business Days after the <br />date of posting; <br />24.2.2 if given as set out in clause 21.2.324.1.2, at the time of sending (except that if an <br />automatic electronic notification is received by the sender within 24 hours after <br />sending the e-mail informing the sender that the e-mail has not been delivered to the