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Agreement. Within 30 (thirty) days of a termination of this Agreement, each party must return or destroy all
<br /> Confidential Information of the other party, as requested by the other party.
<br /> 10. Consulting Personnel. Innovative agrees to keep accurate and complete records of tasks and hours of the
<br /> Consulting Personnel in performing the Services. Innovative will be solely responsible for, at its own cost,
<br /> verifying the employment history, educational and professional credentials and licenses, and criminal history of
<br /> each of the Consulting Personnel. In providing the Services, Innovative will not knowingly utilize Consulting
<br /> Personnel who have been convicted of fraud, theft, larceny, embezzlement or any other felony or other crime
<br /> of moral turpitude. Innovative is solely responsible to ensure that all Consulting Personnel are in compliance
<br /> with the Immigration Reform and Control Act of 1986 ("IRCA"). Specifically, Innovative will comply fully with the
<br /> record keeping and other requirements of IRCA, including without limitation all 1-9 requirements. Client is not
<br /> responsible for sponsorship of any workers who perform Services for it at the request of Innovative. For
<br /> Innovative employees working in the United States pursuant to this Agreement, Innovative will provide to Client
<br /> only workers for whom Innovative has confirmed legal liability to perform services as employees in the United
<br /> States, and for whom all required record keeping under IRCA has been performed and maintained. No
<br /> Consulting Personnel will be entitled to participate in any compensation or benefits plan of Client. Innovative
<br /> will be solely responsible for the payment of wages and any employee benefits to or on behalf of the Consulting
<br /> Personnel for work performed under this Agreement and for withholding of any and all federal, state and local
<br /> income taxes, paying social security taxes, unemployment insurance in an amount and under such terms as
<br /> required by federal, state, or local law.
<br /> 11. Back-Up Activities. Client has the sole responsibility for the maintenance and protection of all data provided
<br /> by Client to Innovative for performance of the Services, including, without limitation, the making, storing and
<br /> security of back-up and archive copies of such data(collectively"Back-Up Activities"), and Client acknowledges
<br /> Innovative will not perform any Back-Up Activities for or on behalf of Client.
<br /> 12. General.
<br /> a. No Waiver. The failure of either party to enforce any rights granted hereunder or to take action against the
<br /> other party in the event of any breach hereunder will not be deemed a waiver by that party as to subsequent
<br /> enforcement of rights or subsequent actions in the event of future breaches.
<br /> b. Independent Contractor. Client acknowledges that Innovative is at all times an independent contractor and that
<br /> Client's relationship with Innovative is not one of principal and agent nor employer and employee. No
<br /> Consulting Personnel will be entitled to participate in any compensation or benefits plan of Client.
<br /> c. Force Maieure. Neither party will be liable or responsible for any delay or failure in performance if such delay
<br /> or failure is caused in whole or in part by fire, flood, explosion, power outage,war, strike, embargo, government
<br /> regulation, civil or military authority, hurricanes, severe wind, rain, other acts of God, acts or omissions of
<br /> carriers, third party local exchange and long distance carriers, utilities, Internet service providers, transmitters,
<br /> vandals, or hackers, or any other similar causes that may be beyond its control.
<br /> d. Notice. Any notice or communication required to be given by either party must be in writing and made by hand
<br /> delivery, express delivery service, overnight courier, electronic mail, or fax, to the party receiving such
<br /> communication. Unless otherwise instructed in writing, such notice will be sent to the parties at the addresses
<br /> set forth on the first page of the Service Agreement. Notice will be deemed given on the date of receipt or first
<br /> refusal by the recipient. All communications pursuant to this Section will be deemed delivered as follows: (a)
<br /> upon receipt, if delivered personally or by a recognized express delivery or courier service; or (b) when
<br /> electronically confirmed, if delivered by facsimile.
<br /> e. Invalidity. Any provision of this Agreement which is invalid, illegal, or unenforceable in any jurisdiction will, as
<br /> to that jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting
<br /> in any way the remaining provisions hereof in such jurisdiction or rendering that or any other provision of this
<br /> Agreement invalid, illegal, or unenforceable in any other jurisdiction.
<br /> f. Counterparts. This Agreement may be executed by the parties in separate counterparts by original, .pdf (or
<br /> similar format for scanned copies of documents) or facsimile signature, each of which when so executed and
<br /> delivered will be an original, but all such counterparts together constitute but one and the same instrument.
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