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DocuSign Envelope ID: EAE3745D -23C6- 4352- A3D7- 9903DCB5D084
<br />COMPANY nor shall COMPANY utilize the proprietary WorkSTEPS Network to perform any other
<br />competitive product to the WorkSTEPS Testing Program.
<br />13. Use of Information after Termination. Without limiting the generality of this Section, TIfE
<br />PARTIES agree that after the termination or expiration of this Agreement, such PARTIES will not use the
<br />proprietary, confidential information of the other PARTY to provide the same or similar services to any
<br />person (unless and until such information ceases to be proprietary and confidential through no fault of the
<br />PARTY seeking to use the same), however, nothing in this Section shall prohibit Company or its affiliates,
<br />after termination of this Agreement, from providing a service to COMPANY similar to the services
<br />provided by Provider hereunder as long as neither COMPANY nor its affiliates uses the proprietary,
<br />confidential information of WorkSTEPS in so doing.
<br />14. Employment Decision. COMPANY acknowledges and understands that this Agreement contemplates
<br />the functional employment testing of prospective employees and/or actual employees of COMPANY. That
<br />COMPANY, as employer of the individuals tested have a significant role, both before and after the test,
<br />including, but not limited to, selection of the essential functions of the applicable ,job, the writing of job
<br />descriptions, if any, in communicating with the individuals to be tested in a consistent manner, in making
<br />appropriate employment decisions based on test results and in properly processing and advising those
<br />individuals tested.
<br />15. Independent Contractor. The Provider and WorkSTEPS shall operate as independent Contractors, and
<br />the Company shall not be responsible for any of their acts or omissions. Neither the Provider nor
<br />WorkSTEPS shall be treated as an employee with respect to the Services performed hereunder for either
<br />federal or state tax or unemployment or workers' compensation purposes. The Provider and WorkSTEPS
<br />understand that neither federal, state, or payroll tax of any kind shall be withheld or paid by the Company
<br />on behalf of the Provider or WorkSTEPS, or their employees.
<br />16. WorkSTEPS and Provider represents and agrees that they are qualified to perform and are fully capable
<br />of performing and providing the services required or necessary under this Agreement in a fully competent,
<br />professional and timely manner to the satisfaction of the Company. WorkSTEPS and Provider shall be
<br />responsible for all its' errors or omissions, in the performance or the Agreement. WorkSTEPS and
<br />Provider shall correct any and all its' errors, omissions, discrepancies, ambiguities, mistakes or conflicts at
<br />no additional cost to the Company. WorkSTEPS and Provider agree that they will not sub - contract any of
<br />the services to be provided in this Agreement, nor shall Provider assign any right or responsibility granted
<br />or required by this Agreement, without the prior written approval of the Company
<br />17. Insurance. The Provider and WorkSTEPS shall obtain, at its sole expense, all insurance needed to
<br />adequately insure itself during the performance of these services as required by the Company's Risk
<br />Management Policy.
<br />18. Indemnity. The Provider and WorkSTEPS agrees, without limitation, to defend, indemnify, and hold
<br />harmless Orange County from all losses, liabilities, claims, demands, suits, costs, damages or expenses
<br />(including reasonable attorney's fees) arising from bodily injury, including death, to any person or persons
<br />or damage to or destruction of any property caused in whole or in part by any negligent or intentional act or
<br />omission on the part of the Provider or WorkSTEPS.
<br />19. Adherence to Laws. COMPANY agrees to follow state and federal employment laws, regulations
<br />and practices including, but not limited to, appropriate procedures related to employment testing as set forth
<br />in the Americans' With Disabilities Act and any and all applicable laws. COMPANY further acknowledges
<br />that the Company, not the Provider or WorkSTEPS, is responsible for making employment decisions
<br />concerning any post employment candidates' or current employees' suitability for employment or
<br />continued employment and for making decisions concerning reasonable accommodations.
<br />20. North Carolina Public Records Act. Provider and WorkS` FPS acknowledge that this Agreement,
<br />the Confidential Information and any documents, memorandum, data, reports, analyses, compilations,
<br />records, pricing and evaluation of all or any portion of the transactions contemplated by this Agreement
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