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- 7 - ' <br /> M. Fines and Penalties - GB shall not be responsible for any fines or penalties assessed by any governmental <br /> agency because of the acts or omissions of the CLIENT, or by previous or successor claim administrators. <br /> N. Solicitation of Emplovees - CLIENT agrees that, during the term of this Agreement and for a two-year period <br /> thereafter,CLIENT shall not,without the consent of GB, solicit to hire, or hire any employee of GB who, during <br /> the term of this Agreement, has performed, or contributed to the performance of,services hereunder. CLIENT <br /> further acknowledges that the damages suffered by GB as a result of a breach of this obligation would be <br /> significant but not susceptible of easy calculation. Accordingly, in the event of a breach of the aforesaid <br /> obl'�gation,CLIENT agrees to pay GB an amount equal to one hundred fifty percent(150%) of such employee's <br /> annualized salary amount at GB as of the date of breach. <br /> O. Risk ManaQement Consultin4 - With respect to any risk management consulting services, including any form <br /> of inspection service provided by GB to CLIENT: <br /> 1. Such senrices shall be in the nature of advisory to the CLIENT only and shall not be construed as <br /> ' imposing upon GB any duiy to implement any recommendation made by GB or to othervvise ensure that <br /> any premises,equipment or other subject matter of a GB consulting senrice is safe or free from hazards <br /> or defects; <br /> 2. Such services shall be solely for the benefit of CLIENT and shall not be construed as creating any duty <br /> to,or conferring any right to, any third party, including without limitation, any dury to warn any third party <br /> or the public at large; <br /> 3. The scope of such services may be subject to further limitations pursuant to the terms of any written <br /> reports delivered to CLIENT and respecfing such services; <br /> 4. CLIENT shall make no communication to any third party concerning the role or nature of GB's services <br /> without the prior consent of GB. <br /> 5. If GB fails to complete the contracted Loss Control Consulting Services during the term of this Agreement <br /> due to the CLIENT's failure to cooperate with GB's service delivery objectives, then GB will have an <br /> addfional six(6) months in which to complete the contracted services. If the CLIENT fails to cooperate <br /> with GB's service delivery objectives during such six(6) month period,then GB's obligation to complete <br /> the contracted services will be deemed to be fulfilled and CLIENT shall not be entitled to any refund for <br /> services not provided. If for any reason other than CLIENT's lack of cooperation, GB fails to complete <br /> the contracted services during the term of the Agreement, then CLIENT, at its discretion, may either <br /> received a refund for that portion of the cont'racted services which were not completed or may extend the <br /> term for completion of the contracted services by a period of six(6) months. <br /> P. Records Retention - GB will retain claim files for 24 months following date of closure. Thereafter,files will be <br /> returned to the CLIENT or forwarded to such location as may be designated by the CLIENT for continued <br /> storage. GB will retain hard-copy checks for 24 months following the date of bank clearance. Thereafter, copies <br /> of checks will be maintained on microfiche. <br /> Q. Subroaation - To the extent GB is involved in pursuing recoveries against third parties or otherwise undertaking <br /> subrogation activibes on behalf of CLIENT,GB is authorized to collect, in the name of the CLIENT or in the name <br /> of G6,all funds due as a result of such recovery or subrogation activities. GB shall not be required to establish <br /> any trust accounts for the benefit of CLIENT, but shall promptly and fully account for all funds so received. <br /> R. Taxes - CLIENT shall be responsible for payment of all applicable sales, use, ad valorem and excise taxes; <br /> duties;and assessments relating to the services provided hereunder. CLIENT shall hold GB harmless from all <br /> claims and liability arising from CLIENT's failure to pay such taxes. <br /> S. Non-U.S. Dollar Transaction - In the event that GB handles any non-U.S. Dollar claims, CLIENT shall be <br /> responsible for any rate fluctuations. <br /> 06/cq1/17357 <br />