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not to employ (in any form, including, but not limited to, as an employee, independent contractor or as a consultant) (without prior written consent of the other Party) any employee of the other Party who participates in any manner in the activities that are the subject of this Agreement during the Term and for a period of twelve (12) months thereafter. In the event that Client violates this subsection with respect to a member of the Medical Team, Client agrees to pay to Everside a fee equal to four (4) times the amount of the annual compensation (salary plus bonus), or annual consideration received by such personnel at the time his or her employment or engagement with Everside terminates. (d) This Agreement shall apply to all Confidential Information disclosed for a period of three years from the Termination Date and may be enforced in a court of equitable jurisdiction in Florida. 8.22 Dispute Resolution. (a) The Parties shall make a good faith effort to resolve any disputes that may arise in furtherance of this Agreement. If the parties are unable to resolve the dispute through informal discussions, either Party may submit a written complaint to the other Party describing and proposing a manner of resolving that dispute. The Party receiving that complaint shall respond by accepting, rejecting, or modifying that proposal, in writing, within twenty (20) days of the date that it receives the complaint. If a resolution is not reached upon such response being provided to the other Party, then either Party may move forward with legal action. 8.23 Disclaimer of Warranties. ALL THIRD -PARTY SERVICES AND PRODUCTS ARE PROVIDED "AS IS" AND EVERSIDE HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, AND EVERSIDE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON -INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, EVERSIDE MAKES NO WARRANTY OF ANY KIND THAT ANY SERVICES OR MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CLIENTS OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE. ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD -PARTY MATERIALS IS STRICTLY BETWEEN CLIENT AND THE THIRD -PARTY OWNER OR DISTRIBUTOR OF THE THIRD -PARTY MATERIALS, IF ANY; PROVIDED, HOWEVER, ALL WARRANTIES PROVIDED BY SUCH THIRD PARTIES TO EVERSIDE ARE HEREBY DELEGATED TO CUSTOMER TO THE EXTENT DELEGABLE AND EVERSIDE AGREES NOT TO ENGAGE IN ANY ACTIVITY THAT WOULD ALONE CAUSE SUCH THIRD -PARTY MATERIALS TO INFRINGE UPON OTHER THIRD -PARTY INTELLECTUAL PROPERTY RIGHTS. V, 2022 Evo side IIcaIIli. LLC. All rights rcN-cned. Conlidcnlial 20