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engagement, Consultant agrees that it will not, directly or indirectly, solicit <br />any employee or independent contractor of the City of Ramsey or any <br />subsidiary of the City of Ramsey who was employed or engaged by the City <br />of Ramsey or and subsidiary of the City at any time within six months prior to <br />the date of termination or expiration of Consultant's engagement. During the <br />period that Consultant is engaged by the City and for additional period of two <br />years after termination or expiration of such Consultant's engagement. The <br />obligation not to solicit as described above is not limited during the term <br />provided herein by territory based on the understanding of the parties that <br />products and services offered by the City or its subsidiaries may be sold to <br />customers worldwide. <br /> <br />Non-Disclosure of Information. In further consideration of the engagement <br />of Consultant by the City, Consultant agrees as follows: <br /> · Consultant will not, directly or indirectly, during or after the term of <br /> this agreement .... <br /> a.) use for its own benefit or give to any person not authorized <br /> by the City to receive or use such information, except for the <br /> sole benefit of the City, and of City's proprietary data, <br /> information, marketing or installation plans, procedures, <br /> results, methods, ideas, processes, or research and <br /> development; <br /> b.) use its own benefit or give to any person not authorized by <br /> the City to receive it, any plans or specifications, customer <br /> lists, data, study, table, report, written technical information <br /> or the like owned by the City, or any copy thereof: or <br /> c.) use for its own benefit or give to any persons not authorized <br /> by the City to receive it any information that is not generally <br /> known to anyone other than the City, or that is designated by <br /> the City as "Limited", "Private", or "Confidential", or <br /> similarly designated. <br /> d.) Consultant will keep itself informed of the City's policies and <br /> procedures for safeguarding the City's property, including <br /> proprietary data and information, and will strictly comply <br /> with those policies and procedures at all time. It will not, <br /> except when authorized by the City, remove any of the City's <br /> property from the City's premises. Consultant will return to <br /> the City, immediately upon termination of the Agreement, all <br /> of the City's property in its procession or control. <br /> <br />Termination. Either Party may terminate this Agreement at any time, with or <br />without cause, upon 90 days advance written notice given to the other party <br />specifying the date of the termination. If Consultant dies during the term of <br />the Agreement, the City shall pay the Consultant's estate the fee which would <br /> <br /> <br />