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finally determined by court of competent jurisdiction to have resulted from willful misconduct or fraudulent acts or <br />omissions of AGRC in connection with such services, <br />No Solicitation <br />The parties agree that during the term of each Schedule issued pursuant to this proposal and for a period of one (1) <br />year after the termination of each such Schedule, neither party shall directly or indirectly sollcitfor employment, <br />without the permission of the other party, any person employed then or within the preceding one (1) year if such <br />person performed the Services under such Schedule; provided that, (a) general solicitations of employment for <br />employees published In a journal newspaper or other publication of general circulation and not directed specifically <br />toward one or more employees of the other party and any resulting offer to hire shall not be doomed to be in violation <br />of this Section, and (b) this Section shall not prevent a party from offering to employ or employing any employees of <br />the other party who contacts the hiring party on his or her own initiative with no direct or indirect encouragement by <br />the hiring party, <br />Termination <br />Atany ;time, the parties may terminate the Services under this proposal or under any Schedule by giving the other <br />thirty(d0) days written notice, In which event Consultant shall be reimbursed for Services performed prior to'the <br />effective date of such termination, <br />Either party may terminate this proposal by written notice to the other party if the other party (f) breaches or Is In <br />default of any material obligation under this proposal which default Is Incapable of cure or which, being capable of <br />curs, has not been cured with ten (10) days after receipt of notice of such default or (II) becomes insolvent, makes a <br />or has wound up or liquidated its business. <br />Provisions of this proposal which by their express terms extend Beyond expiration or termination or which by their <br />nature so extend to give effect to their meaning will survive and continue in full force and effect after any expiration or <br />termination of this proposal; <br />Force MajeUre <br />The performance by either party or their approved subcontractors hereunder shell be subject to delayscaused by an <br />Act of God, war, riot, fire, explosion, accident, flood sabotage, inability to obtain fuel or power, but not due to any act <br />ofthe party claiming the force majeure event,new governmental laws, regulation or orders, acts or inaction of the <br />otherparty, or any other cause beyond the reasonable control of party, <br />In the event of any such delay, the times for performance will be extended accordingly for additional period(s) of <br />delay. In the event, however that any such delay fasts for aperlod of forty-five (45) days, then either party may <br />terminate this proposal Immediately, In the event of such non-performance, the party which was delayed in its <br />performance shall make reasonable efforts to promptly resume its performance hereunder, <br />Aon Ri5N Oonsultants, Ino I Actuarial & Analytics <br />Proprietary R ConfidentialAON <br />Form Edition pate..April 14 2016 9 <br />