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