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Supplier agrees that Customer shall, at all times, either before, during or after the term of this <br />AGREEMENT, have access to the files of Customer while files are in the custody of Supplier. This right <br />shall be deemed to survive the term of this AGREEMENT. Supplier's obligation to retain said files shall be <br />limited to a term of three (3) months following termination of this AGREEMENT. <br />11) ESCROW <br />Supplier will place the, software product(s) being utilized by the Customer with an established escrow <br />agent. (Either Iron Mountain in IL, or Kentucky Underground Storage in KID The Customer shall be the <br />beneficiary of the software product(s) being held in escrow when and, if Supplier (or its successor) <br />discontinues providing on-going service to the Customer as a result of no longer offering such service(s) <br />or insolvency and discontinuance of its operation. The Customer agrees to provide Supplier specific <br />direction as to who at the Customer's site shall be the person to whom the software shall be delivered to <br />and Supplier will advise the escrow agent accordingly. Under no circumstances shall the Customer make <br />the software available to any other entity or attempt to compete with Supplier through offering similar <br />service(s). <br />12) NO CONFLICTING OBLIGATIONS: <br />Customer warrants that it is free, as of the date it enters into this AGREEMENT of any contractual or other <br />obligations that would prevent Customer from entering into this AGREEMENT, and that Supplier's offer to <br />provide such services in no way caused or induced customer to breach any contractual or other obligation it <br />may have had. <br />13) TERiV1TNATION ASSISTANCE: <br />If, upon the termination of this AGREEMENT, for any cause provided for herein, Customer shall require of <br />Supplier additional services in order to transfer the functions previously provided by Supplier, whether such <br />transfer be wholly "in-house" to Customer or to any successor service bureau, Supplier agrees to provide <br />such additional services based upon its current rates for programming and computer time associated <br />therewith. In such event, Supplier shall also cooperate with Customer or any successor service bureau in <br />order to transfer the functions previously serviced by Supplier to such successor. <br />14) DISCLOSURE: <br />The Supplier states at the time of signing that all employees of Supplier, have never been convicted of a <br />felony and agrees to report a felony if they are convicted of one in the future. <br />15) DISCRIlVIINATION: <br />Contractor shall assure that no person, on the grounds of race, color, age, religion, sex, marital status, <br />immigration status, national origin, or otherwise qualified handicapped individual, solely by reason of <br />1 West Harris Avenue LaGrange, I160525 800.888.6035 Fag 708.352.3177 www.cdpehs.com <br />Page 7 of 10 <br />