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<br /> <br />Aon Proprietary and Confidential 8 <br />Prepared for: <San Leandro> <br />AON is not debarred, proposed for debarment, suspended or otherwise ineligible for participation in any <br />federal procurement or non-procurement transaction. <br /> <br />Relationship <br />Consultant’s employees assigned to perform Services hereunder shall be and remain employees of <br />Consultant whether Services are performed at Consultant’s facilities or Client’s facilities and shall not for <br />any purpose be considered Client’s employees. Consultant shall be solely responsible for the payment <br />of salaries and all matters relating thereto, including the withholding and/or payment of all payroll taxes, <br />workmen’s compensation, unemployment compensation, public liability, insurance-related benefits, <br />vacation pay, holiday pay and all such additional legal requirements applicable to Consultant’s <br />employees. <br />Consultant’s relationship to Client hereunder is one of independent contractor and nothing contained in <br />this proposal or any Schedule shall be construed to imply that Consultant or any of Consultant’s officers, <br />employees or agents is an employee or agent of Client for any purpose. Consultant shall have no right, <br />power or authority to create any obligation, expressed or implied, or to make any representation on <br />behalf of Client, except as may be expressly authorized from time to time by Client in writing and then <br />only to the extent of such authorization. Nothing herein is to imply an agency, joint venture or partner <br />relationship between the parties. <br /> <br />Confidentiality <br />“Confidential Information” shall mean various trade secrets and confidential information of Client and/or <br />a third party who has provided such information to Client, including, but not limited to any process, <br />system, formula, pattern, model, device, compilation, or other information, information concerning <br />manufacturing methods, operational methods, business and technology plans, distribution strategies, <br />sales, costs, pricing, marketing, customers, the terms and conditions of this proposal, and research and <br />development of Client or any information that Client deems to be confidential to its business unless <br />same: (i) was already in AON’s possession prior to its receipt from Client without restriction on its use or <br />disclosure; (ii) is or becomes available to the general public through no act or fault of AON; or (iii) is <br />rightfully disclosed to AON by a third party, and to the best of AON’s knowledge, without restriction on <br />its use or disclosure; or (iv) is demanded by any state or federal government agency or by court order <br />provided that Client receives prior written notice of such disclosure. <br />AON will honor confidentiality regarding any data Client provides to AON during this engagement as well <br />as any analysis conducted or conclusions derived from such data. Except as required by the Scope of <br />Work, no Client-identifiable data shall be shared with parties other than AON or Client unless Client <br />Docusign Envelope ID: 5622207C-0656-4914-A354-B2777DE998A0