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.L_U t 1 t <br /> -CONCENTRIC <br /> RIC <br /> written authorization from Customer.No changes will be effective unless and until memorialized in a written Change Order <br /> signed by both parties. <br /> 2.4 Subcontractors. Consultant may from time to time in its discretion engage third parties to perform the <br /> Services(each, a "Subcontractor"). <br /> 3. Services. <br /> 3.1 Services Provided. Consultant will provide to Customer the Services described in the Signed Acceptance <br /> Document in accordance with the Agreement.Consultant will use commercially reasonable efforts to meet any performance <br /> dates specified in the Signed Acceptance Document,and any such dates are estimates only. <br /> 3.2 Third-Party Materials.The System may include or operate in conjunction with Third-Party Materials. If Third- <br /> Party Materials are included in or required for use with any of the Deliverables,Consultant will indicate this in the Signed <br /> Acceptance Document,or in a subsequent written notice given in accordance with Section 16.3 below,and provide a list of <br /> such Third-Party Materials upon request.All Third-Party Materials are provided pursuant to the terms and conditions of the <br /> applicable third-party license agreement. Customer shall comply with all such third-party license agreements for which <br /> Consultant provides a copy or link,as well as any applicable third-party license agreements which are posted in the "3ti <br /> Party Terms"document at www.goconcentric.com/standard-terms. <br /> 4. Customer Obligations. <br /> 4.1 Customer Resources and Cooperation. Customer shall timely provide such cooperation and assistance as <br /> Consultant reasonably requests to enable Consultant to perform the Services in accordance with the Signed Acceptance <br /> Document,including any applicable performance dates set forth therein.Without limitation of the foregoing,Customer shall <br /> timely: <br /> (a) perform all obligations identified as customer responsibilities in the Signed Acceptance Document; <br /> (b) provide the Customer Materials and all such other resources as may be specified in the Signed Acceptance <br /> Document; <br /> (c) provide Consultant Personnel with safe access to Customer's premises,the Core System and suitably qualified <br /> personnel; <br /> (d) ensure the Core System is setup and in working order to allow Consultant to perform the Services and deliver <br /> and,where applicable,install each Deliverable in accordance with the Signed Acceptance Document; <br /> (e) participate through suitably qualified and authorized Customer personnel in such meetings as may be <br /> scheduled by either party on at least ten(10)days'prior notice;and <br /> (f) provide all consents, approvals, notices and other communications as required under this Agreement and, <br /> where applicable,as specified in the Signed Acceptance Document. <br /> 4.2 Effect of Customer Failure or Delay. Consultant is not responsible or liable for any late delivery or delay or <br /> failure of performance caused in whole or in part by Customer's delay in performing, or failure to perform, any of its <br /> obligations under this Agreement. In the event of any such delay or failure, Consultant may, in its sole discretion and by <br /> written notice to Customer, extend all such performance dates as Consultant deems reasonably necessary and, where <br /> applicable,amend the Signed Acceptance Document to reflect such extensions.The foregoing is in addition to,and not in <br /> lieu of,all other remedies Consultant may have for any such failure or delay by Customer. <br /> 4.3 Non-Solicitation. During the Term of the Agreement and for one(1)year after,Customer shall not,and shall <br /> not assist any other Person to, directly or indirectly, recruit or solicit for employment (or engagement as an independent <br /> contractor)any Person then or within the prior twelve (12) months employed by Consultant. In the event of a violation of <br /> this Section 4.3, Consultant will be entitled to liquidated damages equal to the compensation paid by Consultant to the <br /> applicable employee during the prior twelve(12)months. <br /> 5. Delivery:Testing and Acceptance. <br /> Concentric Integration,LLC I <br /> Page 3 of 14 <br />