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i) VisionPoint shall exercise reasonable: care and diligence in performing services under this <br />Agreement in accordance with the highest generally accepted standards of this type of <br />VisionPoint practice throughout the United States and in accordance with applicable <br />federal, state and local laws and regulations applicable to the performance of these services. <br />VisionPoint is solely responsible for the professional quality, accuracy and timely <br />completion and/or submission of all work related to the Basic Services. <br />8. Personnel <br />a. Subcontracting. VisionPoint may contract with others to provide services including but not <br />limited to copywriting, photography, coding and illustration. The County agrees to be bound by <br />any terms and conditions specified in the Statement(s) of Work, including required credits, with <br />respect to reproduction of such material as may be imposed on VisionPoint by such third parties. <br />VisionPoint will endeavor to obtain for the County the same reproduction rights with respect to <br />Agreement materials resulting from such services as VisionPoint is providing the County under <br />this Agreement. <br />b. Independent Contractor. VisionPoint is an independent contractor of County. Any and all <br />employees of VisionPoint engaged by VisionPoint in the performance of any work or services <br />required of VisionPoint under this Agreement, shall be considered employees or agents of <br />VisionPoint only and not of the County,:and any and all claims that may or might arise under <br />any workers compensation or other law or contract on behalf of said employees while so <br />engaged shall be the sole obligation and responsibility of VisionPoint. <br />c. Compliance. VisionPoint agrees that VisionPoint, its employees, agents and its subcontractors, if <br />any, shall be required to comply with. all federal,; state and local antidiscrimination laws, <br />regulations and policies that relate to the performance of VisionPoint's services under this <br />Agreement. <br />d. Licenses. If activities related to the performance of Ithis Agreement require specific licenses, <br />certifications, or related credentials VisionPoint represents that it and /or its employees, agents <br />and subcontractors engaged in such activities possesssuch licenses, certifications, or credentials <br />and that such licenses certifications, or. credentials are current, active, and not in a state of <br />suspension or revocation. <br />e. Assignment. While VisionPoint shall attempt to comply with County's request for specific <br />individuals, VisionPoint shall be responsible for assigning and re- assigning its personnel, as it <br />deems appropriate, to perform the Services. <br />f. Solicitation. During the term of this Agreement, and for a period of eighteen (18) months <br />following the expiration or termination thereof, neither party to this Agreement will directly or <br />indirectly through any other person, firm, or other business entity, approach, contact or solicit <br />any current employees of the other party or any former employees of the other party who were <br />employed with the other party within :the six (6) month period prior to the expiration or <br />termination of this Agreement, for the purpose of inducing such employee or former employee to <br />either discontinue their employment with the other party or accept employment with or by any <br />person or entity other than the other party in competition with the other party or in any way <br />interfere with the relationship between the other party; and such employee. <br />9. Confidentiality <br />A. NonDislcosure. With respect to this Agreement and any information supplied in connection with <br />this Agreement or the Statement of Work and designated by the disclosing party as confidential, <br />the recipient agrees to. (i) protect the confidential information in a reasonable and appropriate <br />manner or in accordance with applicable professional. standards; (ii) use confidential information <br />Revised May 9.2012 <br />4 <br />