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This Agreement contemplates that the standards applicable to this Agreement are those in <br />effect on the date of this Agreement, whether such standards are set forth in statutes, <br />regulations, rules, orders, case law or otherwise. In the event of a change in a service <br />standard, Sedgwick shall be entitled to an equitable adjustment in its compensation if such <br />change increases Sedgwick's cost of providing the services under this Agreement or reduces <br />its profitability. <br />19. Non -Solicitation: <br />Client acknowledges and agrees that Sedgwick personnel who perform the services are a <br />valuable asset to Sedgwick and difficult to replace. Accordingly, Client agrees that, during <br />the term of the Agreement, and for twelve months thereafter, it will not solicit, contract or <br />hire Sedgwick personnel or encourage them to seek employment or any other contractual <br />arrangements with Client. The parties further agree that in the event Client breaches the <br />provision of this Section, Client shall pay Sedgwick liquidated damages in the amount of <br />two times the annual compensation to be paid to such person for each such breach, which is <br />the parties' good faith estimate of the amount of damages to Sedgwick from such breach. <br />This Section shall survive the termination of this Agreement. <br />IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the <br />dates written below. <br />City of North Olmsted Sedgwick Claims Management Services, Inc. <br />By <br />By <br />Title Title <br />Date Date <br />C/20912 11 <br />