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18. EMPLOYEES During the term of this Agreement and for a period of two (2) years following expiration or termination of this Agreement, Customer shall not directly or indirectly, solicit for employment, employ, engage or contract with any person who is employed or contracted by Sequoia at any time during the term of this Agreement. if a person who is employed or contracted by Sequoia seeks to be employed or contracted by Customer prior to the expiration or termination of this Agreement Customer shall promptly advise Sequoia in writing. Customer agrees that the restrictions set forth in this Paragraph are fair and reasonable and are in addition to and not in substitution for any similar restrictions in any other agreements between the parties. 19. TRUTH-IN-NEGOTIATION CERTIFICATE Signature of this Agreement by Sequoia shall also act as the execution of a truth-in-negotiation certificate certifying that the rates, charges and costs used to determine the pricing provided for in this Agreement are accurate , complete and current as of the Effective Date of the Agreement and no higher than those charged to Sequoia's most favored customer for the same or substantially similar service . 20. DUE AUTHORIZATION Customer and Sequoia each represent to the other that this Agreement has been duly authorized and executed on behalf of each parry, and is a legally binding obligation of each party. County represents that all funds necessary for it to satisfy its payment obligations hereunder have been duly appropriated and authorized . 21 . TERMINATION This Agreement may be terminated by any non-breaching party upon thirty (30) days written notice to the party breaching the terms or conditions of this Agreement who fails to cure such breach within thirty (30) days of receipt of written notice from a non-breaching party, or within a reasonable shorter or longer period of time as determined by a non-breaching party . In the event this Agreement is terminated for any reason, all amounts owing to Sequoia accrued prior to such termination shall be due and payable . Such termination shall not affect the rights of the parties accrued prior to the date of termination nor the accrual of interest on, and Sequoia 's rights to collect, any amounts due Sequoia. The termination rights under this Agreement are in addition to and not in lieu of all other remedies available to any party by law, equity or otherwise , all of which remedies are reserved and each of which may be exercised simultaneously or in the alternative . 22. CONFIDENTIALITY Customer acknowledges that during the course of Sequoia's performance under this Agreement, information concerning Sequoia's pricing, products, software, Firmware, trade secrets, finances, financial data, technical data, physical objects, samples and other information which is competitively sensitive and proprietary, may be disclosed to Customer orally or in writing, in tangible or intangible form (collectively, the "Information") . It is Sequoia' s position that such Information (including, without limitation, all software, Firmware and Documentation provided by Sequoia) (i) constitutes confidential and proprietary trade secrets, disclosure of which would materially injure Sequoia' s business and competitive position, and (ii) contains security features and protocols which, if disclosed, could jeopardize the security of the voting system and facilitate election tampering, and (iii) is exempt from disclosure under, the terms of any applicable freedom of information, open public records act or similar statute ("FOIA Statute") . Customer therefore agrees, to the maximum 8