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128619861v2 <br /> <br /> <br />cover MuniReg’s underlying financial records, or to any documents or information relating <br />to any other customer relationship of MuniReg. <br />11. Insurance. <br />Throughout the Term of this Agreement, MuniReg shall maintain the following policies of <br />insurance: (i) workers’ compensation insurance coverage in conformance with the statutory <br />requirements of the jurisdiction where any Services are to be performed or where Client’s <br />employees are located; and (ii) errors and omissions insurance and comprehensive liability <br />insurance, with coverages and deductibles that are normal and customary taking into account <br />MuniReg’s business activities and the nature of the Services provided hereunder. MuniReg further <br />covenants and agrees: (i) to keep all insurance policies in effect until after final delivery and <br />performance of the Services or the expiration of the applicable statute of limitations for tort actions <br />or defect claims relating to such Services, whichever is later; (ii) provide written notice to Client <br />of at least thirty (30) days prior to any cancellation, material alteration or expiration of such <br />policies; (iii) to name Client as an additional insured under the terms of such policies; (iv) to <br />endorse such insurance policies to provide that such insurance shall be primary and <br />noncontributing as respects to any and all insurance maintained by Client, and to provide that <br />MuniReg and MuniReg’s insurers agree to release and waive all rights of subrogation against <br />Client; and (v) the terms of coverage shall be evidenced by certificates of insurance reflecting the <br />required general liability insurance coverage amounts of $1 million per occurrence, $2 million in <br />the aggregate, which shall be freely available to Client upon request. The insurance required by <br />this Section 11 shall be maintained with reputable insurance companies duly licensed to conduct <br />business in the state where the Services are being performed. <br />12. Non-Solicitation. <br />Each party agrees that, during the Term of this Agreement, and for a period of one (1) year <br />thereafter, such party shall not, directly or indirectly (including through any employer or affiliated <br />entity): (i) solicit, interfere with, or induce, or attempt to solicit or induce, any employee, <br />contractor, consultant, customer, client, or vendor of the other party or its affiliates to leave such <br />other party or an affiliate for any reason whatsoever; or (ii) hire or engage any employee, <br />contractor, or consultant of such other party or any affiliate; provided, however, that nothing in <br />this Section 12 will prevent or restrict a party from hiring or engaging an employee, contractor, or <br />consultant through a general newspaper ad or other general solicitation that is not targeted toward <br />an particular individual or group or individuals. <br />13. Miscellaneous. <br />(a) Captions and Section Numbers. The section or paragraph titles or captions <br />contained in this Agreement are for convenience only and shall not be deemed to be a part <br />of the context of this Agreement. <br />(b) Entire Agreement. This Agreement, together with its Exhibits, contains the <br />entire understanding between the parties hereto and supersedes any prior understandings <br />and/or written or oral agreements between them respecting all subject matters contained <br />within this Agreement. There are no representations, agreements, arrangements or <br />undertakings, oral or written, between and among the parties hereto relating to the subject