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in any manner on the promotional opportunity of an employed individual or a volunteer. No Ally shall perform a service or duties, or engage in activities, that would otherwise be performed by an employee as part of the assigned duties of such employee or by a volunteer. Any Program activities shall not involve the performance of services that would supplant the hiring of employed workers or volunteers or would otherwise be performed by an employee or volunteer, including an employed worker who recently resigned or was discharged, an employee who is subject to a reduction in force, an employee who is on leave (terminal, temporary, vacation, emergency or sick), or an employee who is on strike or is being locked out. Prior to the placement of an Ally, Partner Organization shall deliver to Public Allies Silicon Valley a statement verifying its compliance with the foregoing nondisplacement clause. L. Suspension. If Public Allies Silicon Valley believes that Partner Organization has failed to comply with any material term, condition, representation or warranty of this Agreement or with applicable administrative rules or regulations, Public Allies Silicon Valley may, upon written notice to the Partner Organization, delay further payments or prohibit such Partner Organization from incurring additional obligations of the Program pending corrective action by the Partner Organization or Public Allies Silicon Valley may make a decision to terminate this Agreement in accordance with the relevant provisions herein. A suspension of payments under this Agreement may also occur as a remedy of grievances under Section III(N). M. Grievance Procedure. A grievance occurs when an Ally believes that an action taken by a Partner Organization or Supervisor will or may have an adverse impact on his or her status with the Partner Organization. The appropriate procedure to resolve such grievances is agreed to as set forth in the Public Allies Policies and Procedures Manual. N. Termination. Subject to Section V(A), this Agreement shall terminate upon the expiration of the Term following the commencement of service with Partner Organization of an Ally, and may be terminated: i. By any Party upon 15 days' written notice if, at any time such notice is provided, no Ally is placed with the Partner Organization. ii. At any time by Public Allies Silicon Valley if Public Allies Silicon Valley reasonably determines that Partner Organization has been involved in any illegal, improper or similar act which may adversely affect Public Allies Silicon Valley or the Program; iii. At any time by Public Allies Silicon Valley if, in the reasonable judgment of Public Allies Silicon Valley, Partner Organization changes its mission; iv. By either Party at any time upon material breach of this Agreement by the other Party; Public Allies Partner Organization Agreement 6