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Consulting Services Agreement between City of San Leandro and Last revised 4/29/2024 Harvest Technical Services for Water Pollution Control Temporary Staffing Page 4 of 5 iv. then Harvest will not be responsible for replacing the employee or contractor, nor will Harvest be responsible for returning or crediting any portion of the placement fee invoiced to City. 12. COVENANT NOT TO HIRE HARVEST REFERRAL. Unless City pays Harvest in advance a fee that is 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 individual referred to City by Harvest (whether such individual was accepted by City at the time of Harvest’s initial referral) for at least six (6) months following the later of (i) City’s initial interview of the individual, or (ii) Harvest’s delivery to City of individual’s resume, name and identity, qualifications, or the like. 13. [Reserved] 14. INTELLECTUAL PROPERTY AND CONFIDENTIALITY. a. Harvest agrees that all documentation and other data conceived, originated, prepared or developed by Harvest or its employees assigned to City in the course of performing its services hereunder shall become or remain the sole property of City, excluding any personnel information and payroll records created with respect to such employees. b. Harvest acknowledges and agrees that all tangible and intangible information, including but not limited to information regarding City’s personnel, compensation, benefit structure, management and organizational structure, corporate strategies, City’s, projects, products, markets, pricing and processes, revealed, obtained, or developed by Harvest’s employees in the course of or in connection with the performance of services under this Agreement sh all be considered as confidential and proprietary information to City and shall not be disclosed to any third party, without prior written consent of City, and shall not be used for any purpose other than to fulfill the requirements of this Agreement. The foregoing restriction shall not apply to information which is (i) in the public domain through no fault of Harvest, (ii) which is required to be disclosed by law, based up the written advice of Harvest Technical Services’ legal counsel, or (iii) is rightfully in Harvest’s possession prior to the commencement of services hereunder. Upon termination or expiration of this Agreement, and at City's discretion, on City’s request, Harvest shall return or destroy all proprietary material of City and material owned by City that is in the care, custody or control of Harvest Technical Services. 15. [Reserved] 16. [Reserved]. 17. [Reserved] DocuSign Envelope ID: 0C4C2EAE-7495-4D14-AA42-2D4EEE0A1F9D