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mailing. <br />32.15 Covenant of Further Assurances. IRC and National covenant and agree that, <br />subsequent to the execution and delivery of this Agreement and, without any additional <br />consideration, each of IRC and National shall execute and deliver any further legal instruments <br />and perform any acts that are or may become necessary to effectuate the purposes of this <br />Agreement. <br />32.16 Negotiated Terms. The Parties agree that the terms and conditions of this Agreement <br />are the result of negotiations between the Parties and that this Agreement shall not be <br />construed in favor of or against any Party by reason of the extent to which any Party or its <br />professional advisors participated in the preparation of this Agreement. <br />32.17 Conflict of Interest. <br />(1) National affirms that, to the best of its knowledge, there is no actual or potential <br />conflict of interest between National, its employees or their families, National <br />agents, or business interest, and IRC. During the Term, neither Party, without <br />the consent of the other Party, shall hire or offer to hire any individual while that <br />individual is an employee of the other Party or employee's immediate family <br />member. National shall not pay any salaries, commissions, fees or make any <br />payments or rebates to any employee of IRC or to any designee of such <br />employee, or favor any employee of IRC or any designee of such employee, with <br />gifts or entertainment of significant cost or value or with services or goods sold <br />at Tess than full market value. National agrees that its obligation to IRC under <br />this Section shall also be binding upon National Agents. National further agrees <br />to insert the provisions of this Section in each contract with a National Agent. <br />(2) During the Term and for two years after the expiration or termination of this <br />Agreement, neither National nor the National Project Manager or a member of <br />the Project Staff shall, without IRC's prior consent, undertake any engagement <br />(a) to act as an expert for a third -party in any regulatory proceeding, litigation or <br />transaction in which IRC or any of its Affiliates is, or is reasonably expected to <br />become, adverse to the third -party or (b) for any third -party which is, or is <br />reasonably expected to become, adverse to IRC in a proceeding, litigation or <br />transaction related to this Agreement. <br />National shall notify IRC within 30 days of any violation of this Section and promptly use its best <br />efforts to minimize or eliminate any adverse impact on IRC. <br />48 <br />