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Orange County Health Department
<br />January 23, 2025
<br />Page 12
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<br />27. Third-Party Service Providers. Forvis Mazars may from time
<br />to time utilize third-party service providers, including but not
<br />limited to domestic software processors or legal counsel, or
<br />disclose confidential information about You to third-party
<br />service providers in serving Your account. Forvis Mazars
<br />maintains, however, internal policies, procedures, and
<br />safeguards to protect the confidentiality and security of Your
<br />information. In addition, Forvis Mazars will secure
<br />confidentiality agreements with all service providers to maintain
<br />the confidentiality of Your information. If We are unable to
<br />secure an appropriate confidentiality agreement, You will be
<br />asked to consent prior to Forvis Mazars sharing Your
<br />confidential information with the third-party service provider.
<br />28. Independent Contractor. When providing services to You, We
<br />will be functioning as an independent contractor; and in no
<br />event will We or any of Our employees be an officer of You, nor
<br />will Our relationship be that of joint venturers, partners,
<br />employer and employee, principal and agent, or any similar
<br />relationship giving rise to a fiduciary duty to You. Decisions
<br />regarding management of Your business remain the
<br />responsibility of Your personnel at all times. Neither You nor
<br />Forvis Mazars shall act or represent itself, directly or by
<br />implication, as an agent of the other or in any manner assume
<br />or create any obligation on behalf of, or in the name of, the
<br />other.
<br />29. Hiring of Forvis Mazars Personnel. We ask that You
<br />respect the employment relationship that Our personnel have
<br />with Our firm and to refrain from any employment offers to
<br />Forvis Mazars personnel. However, if You find it necessary to
<br />make an offer of employment and if it is accepted, during the
<br />term of this engagement and for a period of 18 months after
<br />Forvis Mazars stops providing services, You agree that We will
<br />be paid a one-time employment fee equal to 100 percent of the
<br />employees highest annual salary. This fee will be payable prior
<br />to Our personnel commencing employment with You. Provided,
<br />however, You shall not be in violation of the nonsolicitation
<br />covenant set forth herein with respect to any position You
<br />advertise in the form of a general solicitation not delivered to or
<br />focused upon any single individual.
<br />30. Use of Forvis Mazars Name. Any time You intend to reference
<br />Forvis Mazars firm name in any manner in any published
<br />materials, including on an electronic site, You agree to provide
<br />Us with draft materials for review and approval before
<br />publishing or posting such information.
<br />31. Network. Forvis Mazars, LLP is a Delaware limited liability
<br />partnership and an independent member of Forvis Mazars
<br />Global Ltd., a leading global professional services network.
<br />Forvis Mazars Global Ltd. is a United Kingdom company limited
<br />by guarantee and does not provide any services to clients.
<br />32. Entire Agreement. The contract, including this Terms and
<br />Conditions Addendum and any other attachments or addenda,
<br />encompasses the entire agreement between You and Forvis
<br />Mazars and supersedes all previous understandings and
<br />agreements between the parties, whether oral or written. Any
<br />modification to the terms of this contract must be made in
<br />writing and signed by both You and Forvis Mazars.
<br />33. Force Majeure. We shall not be held responsible for any failure
<br />to fulfill Our obligations if such failure was caused by
<br />circumstances beyond Our control, including, without limitation,
<br />fire or other casualty, act of God, act of terrorism, strike or labor
<br />dispute, war or other violence, explosion, flood or other natural
<br />catastrophe, epidemic or pandemic, or any law, order, or
<br />requirement of any governmental agency or authority affecting
<br />either party, including without limitation orders incident to any
<br />such epidemic or pandemic, lockdown orders, stay-at-home
<br />orders, and curfews.
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<br />Docusign Envelope ID: 183D8F77-022B-48BA-9D7A-59C5C1C4FC1A
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