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or any of its affiliates. This covenant shall become an asset of the Seller and mav be ' transferred as part of anv future sale or other transfer of the Setler or the Seller's assets. (d) Buyer agrees that in the event of a breach of terms of Sections , 3.5(b) and/or 3.5(c) of this Agreement, prior to Seller securing an injunction restraining Buyer from coinmitting breaches, Buyer shall pay Seller liquated damages upon demand as follows: (i) � for services that are substantially similar to the ones previously provided, in an amount equal to one hundred twenty-five percent (125%) of the immediately prior twelve (12) months billing to such client prior to the breach, amlualized aiid determined on an accrual basis, (ii) for services that are considered smaller projects than the services previously provided, in an amount equal to , fifty percent (50%) of the subsequent twelve (12) months billing to such client prior to the ' breach, annualized and determined on an accrual basis. The compensatory damages to be paid following a breach by Buyer hereunder shall be paid to Seller in twenty four (24) equal monthly , installments, without interest, commencing on the first day of the month following the breach. ', An accounting will be provided by Buyer to Seller and all records shall be available for ! inspection in the event any good faith inquiries are made as to whether Buyer or an affiliate has � performed any services or has entered into agreement to perform any services in violation of this Agreement. (e) The covenants in Sections 3.5(b), 3,5(c) and 3.5(d) are intended to comply with California Business and Professions Code Section 16601 and in no event will ' extend longer than five (5) years from the Effective Date. It is the desire and intent of the parties hereto that the provisions of these covenants be enforced to the fullest extent permissible under the ' laws and public policies applied in each jurisdiction in which enforcement is sought. If, in any , judicial proceeding, a court shall refuse to enforce any of the covenants deemed included in Sections 3.5(b}, (c) and (d), the unenforceable covenant shall be deemed eliminated from these , provisions for the purpose of those proceedings to the extent necessary to permit the remaining ' separate covenants to be enforced. (� Consents. Buyer shall undertake on or after the Effective Date to obtain the consents and appropriate waivers from the Accounts to transfer their contracts to ' Buyer. Seller shall assist Buyer in obtaining such consents and/or waivers to the extent ' reasonably requested by Buyer. (g) Although Seller is retaining the Accounts Receivable, the parties acknowledge that payment may be made on the Aceounts Receivable to Buyer before payment has been made in full on the Accounts Receivable retained by Seller. Buyer agrees that any such payments received by Buyer shall be remitted to Seller within five days of Buyer's receipt, whether or not such payment was intended by the client to be applied to the Accounts Receivable. ' 3.6 Costs of the Transaction. (a) Finder's or Broker's Fees. Each of the parties represents and warrants that it has dealt with no broker or finder in connection with any of the transactions 10