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for any other purpose without the prior written agreement of Cardno. However, upon completion of the <br />Project the Client shall have a permanent non-exclusive, royalty -free license to use any concept, product <br />or process which is patentable or capable of trademark, produced by or resulting from the Services rendered <br />by Cardno in connection with the Project, for the life of said Project, <br />b. In the event any of Cardno's documents are subsequently used, reused and/or modified, in any respect <br />without Cardno's involvement and oversight, the Client hereby agrees to release, indemnify and hold <br />Cardno, its officers, employees, consultants and agents harmless from and against any claims or damages <br />arising from the reuse or modification of said documents. <br />C. Fuirther, Cardno cannot guarantee the authenticity, integrity or completeness of data files supplied in <br />electronic format ("Electronic Files"). The Client hereby agrees to release, indemnify and hold Cardno, its <br />officers, employees, consultants and agents harmless from and against any claims or damages arising frorn <br />the use of said Electronic Files. Electronic files will remain the property of Cardno, may not to be used for <br />any purpose other than that for which they were transmitted, and are not to be retransmitted to any third <br />party without Cardno's prior written consent. <br />ARTICLE 17: ARCHIVED DATA <br />Client agrees to compensate Cardno for all costs associated with archiving the Project data files accumulated as <br />a part of this Agreement. These expenses shall be billed as a reimbursable expense as a part of the final invoice <br />for the Project. Cardno agrees to store and maintain this data for a period of five (5) years. Client agrees to <br />compensate Cardno for any future requests for retrieval or distribution of Archived) Data. <br />ARTICLE 18,., NOTICES <br />Any notices or written statements hereunder shall be deemed to have been given when mailed by certified or <br />registered mail or via email), with receipt of reply, to the party entitled thereto at its address noted at the top of this <br />Agreement or at such other latest address as it may designate in writing to the other party for this purpose, <br />Eel ki I-1h 14 Ll III <br />Neither party to this Agreement shall, without the prior written consent, of the other party, which shall not be <br />unreasonably withheld, assign the benefit or in, any way transfer any claim or oblligation under this Agreement or <br />any part hereof. This Agreement shall inure to the, benefit of and be binding upon the parties hereto, and except <br />as otherwise provided herein, upon their executors, administrators, successors, and assigns. <br />ARTICLE 20: NON -SOLICITATION <br />a. Neither party shall knowingly solicit, recruit, hire or otherwise, employ or retain the employees of the other <br />working under this Agreement during the Term of this Agreement and for one (1) year following the <br />termination or expiration of this Agreement without the prior written consent of the other party. <br />b. However, notwithstanding the above, this Article shall not restrict the right of either party to solicit or recruit <br />generally in the media, and shall not prohibit either party from hiring, without prior written consent, the other <br />party's employee who answers any advertisement or who otherwise voluntarily applies for hire without <br />having been personally solicited by the hiring party. <br />C. For a breach of Article 20a, an amount equal to twice the base annual salary of the recruited employee at <br />the time of their departure shall be paid by the hiring party to the other party, <br />ARTICLE 21: HAZARDOUS MATERIALS <br />a. Hazardous substances shall be defined as any chemically derived or naturally occurring substance or waste <br />material reasonably considered subject to any federal or state law iregulatiing such substances or wastes <br />as hazardous. <br />b. Client will disclose to Cardno all known or reasonably available information regarding past uses, existing <br />conditions, and proposed uses of the site. Client will specifically identify and describe to Cardno all releases <br />of hazardous substances known or reasonably believed to have occurred which are relevant to the services <br />to be performed by Cardno. Client will furnish any additional information requested by Cardno including but <br />A2 — Cardno Professional SeMces Agreement Page 5 of 7 <br />2017 V3 <br />