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<br />, . . . <br /> <br />Notwithstanding the foregoing, section 6 of this Agreement ("Confidentiallnformation"), <br />section 7 of this Agreement (" I ntellectual Property Rights") and section 9 of this <br />Agreement ("Indemnification") will survive the expiration or early termination of this <br />Agreement. Contractor further agrees that for a period of one year following expiration <br />or termination of this Agreement, Contractor will not hire, solicit or encourage any <br />employee, consultant or contractor of the Foundation to terminate their relationship with <br />the Foundation. <br /> <br />5. ABSENCE OF AGENCY <br /> <br />Contractor represents that Contractor has all business permits, certificates, insurance, <br />and licenses necessary to perform the Services. Contractor is not authorized to act on <br />behalf of the Foundation and will not represent to any third party that Contractor is <br />authorized to act on behalf of the Foundation. Contractor has no right or authority to <br />contractually or otherwise bind the Foundation to any third party unless the prior written <br />consent of the Foundation shall have been obtained from an authorized officer of the <br />Foundation. <br /> <br />Non-Exclusive Arrangement: This is a non-exclusive arrangement so that Contractor <br />may provide services to other companies or organizations during the term of this <br />Agreement. However, Contractor agrees that during the term of this Agreement, <br />Contractor will not engage in any business that is in competition with the Foundation <br />and Contractor will not assist any other person or organization in competing with the <br />Foundation or in preparing to engage in competition with the business or proposed <br />business of the Foundation about which the Foundation has advised Contractor. <br /> <br />6. CONFIDENTIAL INFORMATION <br /> <br />In the course of providing the Services, Contractor may have access to and/or may be <br />involved in developing proprietary information belonging to the Foundation or the <br />Foundation's donors, grant recipients and community participants, including, but not <br />limited to, trade secrets, business practices, financial information, strategies, customer <br />lists, donor lists, supplier lists, inventions, innovations, processes, information, records <br />and specifications (collectively, "Confidentiallnformation"). <br /> <br />Contractor will not reproduce any Confidential Information without the Foundation's prior <br />written consent, will not use any Confidential Information except in the performance of <br />the Services during the term of this Agreement, and will not disclose any Confidential <br />Information in any form to any third party, either during or after the term of this <br />Agreement without the Foundation's prior written consent. <br /> <br />On the expiration or termination of this Agreement, Contractor will promptly return to the <br />Foundation all copies and derivatives of any Confidential Information, whether in <br />Contractor's possession or under Contractor's direct or indirect control. If Contractor <br />hires or associates with any third person for the performance of the Services, Contractor <br />will obtain the written agreement of that person to be bound by the provisions of this <br />Agreement, including this duty of confidentiality. <br /> <br />Page 2 of 8 <br />