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<br />Consulting Services Agreement between City of San Leandro and Last revised 8/4/2022 <br />Harvest Technical Services Exhibit A – Page 3 of 3 <br /> <br />iv. then Harvest will not be responsible for replacing the employee or contractor, nor will Harvest be responsible for <br />returning or crediting any portion of the placement fee invoiced to City. <br /> <br />12. COVENANT NOT TO HIRE HARVEST REFERRAL. Unless City pays Harvest in advance a fee that is <br />equal to Harvest’s Settlement Fee, as that term is defined in Section 10, above, City agrees not to hire or offer to hire any <br />individual referred to City by Harvest (whether such individual was accepted by City at the time of Harvest’s initial <br />referral) for at least six (6) months following the later of (i) City’s initial interview of the individual, or (ii) Harvest’s <br />delivery to City of <br />individual’s resume, name and identity, qualifications, or the like. <br /> <br />13. [Reserved] <br /> <br />14. INTELLECTUAL PROPERTY AND CONFIDENTIALITY. <br /> <br />a. Harvest agrees that all documentation and other data conceived, originated, prepared or developed by Harvest or its <br />employees assigned to City in the course of performing its services hereunder shall become or remain the sole property <br />of City, excluding any personnel information and payroll records created with respect to such employees. <br /> <br />b. Harvest acknowledges and agrees that all tangible and intangible information, including but not limited to <br />information regarding City’s personnel, compensation, benefit structure, management and organizational structure, <br />corporate strategies, City’s, projects, products, markets, pricing and processes, revealed, obtained, or developed by <br />Harvest’s employees in the course of or in connection with the performance of services under this Agreement shall <br />be considered as confidential and proprietary information to City and shall not be disclosed to any third party, <br />without prior written consent of City, and shall not be used for any purpose other than to fulfill the requirements of <br />this Agreement. The foregoing restriction shall not apply to information which is (i) in the public domain through no <br />fault of Harvest, (ii) which is required to be disclosed by law, based up the written advice of Harvest Technical <br />Services’ legal counsel, or (iii) is rightfully in Harvest’s possession prior to the commencement of services <br />hereunder. Upon termination or expiration of this Agreement, and at City's discretion, on City’s request, Harvest <br />shall return or destroy all proprietary material of City and material owned by City that is in the care, custody or <br />control of Harvest Technical Services. <br /> <br />15. [Reserved] <br /> <br />16. [Reserved]. <br /> <br />17. [Reserved] <br /> <br />DocuSign Envelope ID: E5B8E65A-9F22-4445-932B-94A6BD46AD86