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11 . 2 Deliverables. If this Agreement is terminated acknowledge that employees who are engaged
<br /> for any reason, CVI shall advise CLIENT of the in computer-related activities possess special ,
<br /> extent to which performance has been unique and extraordinary technical talents
<br /> completed through the termination notice date, which are in great demand in the present
<br /> and collect and deliver to CLIENT all economy and further recognize and
<br /> Deliverables , including, without limitation, all acknowledge that each party has incurred
<br /> work-in-progress . CVI shall be paid for all work substantial expense in recruiting and training
<br /> performed through the date of receipt of notice such employees and would incur even greater
<br /> of termination. expense if required to replace any such
<br /> 12 . INSURANCE employee. Therefore, both parties agree not to
<br /> recruit or employ, either directly or indirectly, a
<br /> 1201 Insurance Coverage. During the term of this present employee of the other party during the
<br /> Agreement, CVI shall maintain insurance term of this Agreement and for a period of six
<br /> coverage as follows : (6) months thereafter without the other party ' s
<br /> Insurance
<br /> Maximum Coverage per prior written consent.
<br /> occurrence. 13 . 3 Injunctive Relief. CLIENT and Clear Village
<br /> Workmans Compensation Minimum amount agree that in the event of any breach of Section
<br /> and Employer Liability required by law. 11 monetary damages may not be a sufficient
<br /> Automobile Liability $ 1 ,000,000 remedy or protection for the aggrieved party;
<br /> Data Processing Errors & $ 1 ,000,000 and that the aggrieved party shall be entitled to
<br /> Ommissions . injunction or other relief as may be deemed
<br /> Commercial General Liability : proper or necessary by a court of competent
<br /> General Aggregate $ 1 ,000,000 jurisdiction without the need to post a bond .
<br /> Products $ 190009000 13 .4 Delays . Neither party shall be liable to the
<br /> Each Occurrence $ 1 ,000,000
<br /> Fire Damage $ 1 ,000,000 other party for any delay or failure to perform
<br /> Medical a Expenses $ 10,000 its obligations if such delay or failure arises
<br /> from any cause beyond the reasonable control
<br /> of that party .
<br /> 12 .2 Certificate : Upon request, CVI shall provide
<br /> CLIENT with certificate( s) of insurance which 13 . 5 Return of Materials . Upon termination of this
<br /> shall be sent directly by the insurance agency Agreement, both parties shall deliver to the
<br /> and shall designate CLIENT as an additional other, all Confidential Information and other
<br /> insured . materials, including, without limitation , all
<br /> source code , flow charts, diagrams, drawings ,
<br /> 12 . 3 Expiration : CVI shall use all commercially blueprints , keys , tools , business notes ,
<br /> reasonable efforts to notify CLIENT with at memoranda, specifications , devices , and
<br /> least thirty ( 30) days written notice prior to the documents . Except as may be necessary to
<br /> expiration of cancellation of coverage afforded defend against any legal claims . and held in
<br /> under the applicable policies . confidence my legal counsel , each party shall
<br /> 13 . GENERAL TERMS AND CONDITIONS not retain any photocopies , facsimiles , tapes or
<br /> other copies of any of the materials or
<br /> 13 . 1 Independent Contractor . CVI is an Confidential Jnformation .
<br /> independent contractor and nothing in this 13 . 6 Notices . All notices given under this
<br /> Agreement shall be deemed to make CVI an
<br /> agent , employee or joint venturer of CLIENT . Agreement shall be in writing and mailed by
<br /> regular
<br /> Neither CVI nor any employees , agents or first-class mail or expedited mail
<br /> subcontractors of CVI shall be entitled to any service, postage prepaid and addressed to the
<br /> benefits that CLIENT provides for its own parties at the addresses first set forth above or at
<br /> employees , including, without limitation, such other addresses as theparties may
<br /> worker' s compensation and unemployment designate in writing. Notices sent via email
<br /> insurance. CVI shall be solely and entirely shall be deemed given once the receiving party
<br /> responsible for CVI ' s acts and the acts of CVI ' s acknowledges receipt of the email .
<br /> employees , agents and subcontractors . 13 .7 Amendment . No provision of this Agreement
<br /> 13 . 2 Non-Recruitment; Non-Solicitation of may be modified except by a written document
<br /> Employees . CLIENT and CVI recognize and
<br /> Agreement No: Page S of 6 227/2013
<br /> Clear Village, Inc.
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