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<br />e <br /> <br />e <br /> <br />RCC employee, or any person that was an RCC employee within the preceding three- <br />month period, then Client will pay a release fee to RCC equivalent to the greater of: (a) <br />thirty percent (30%) of the annual compensation (including salary, bonus, and other <br />compensation such as sales commission and deferred compensation) that Client or such <br />other person, fIrm or entity has agreed to pay to such person; or (b) the actual costs <br />incurred by RCC in connection with the recruitment, training, and deployment of a new <br />RCC employee of substantially equal skills and experience. (2) Such release fee will be <br />billed by RCC to Client when the candidate formally accepts the position offered by <br />Client or such other person, fIrm, or entity and is due and payable upon receipt ofRCC's <br />invoice. <br /> <br />ARTICLE X - Indemnity / Liabilitv <br /> <br />RCC will ind~m.nify Client and hold it, and its officers, agents, representatives <br />and employees harmless from any and all claims, damages, costs, including attorney's <br />fees, and liabilities of any kind directly resulting' from the willful misconduct of RCC or <br />its employees, representatives, or agents or the negligent performance of RCC's <br />obligations under this Agreement; except to the extent such claims, damages, costs and <br />liabilities result from the negligence or willful misconduct of Client or its employees, <br />representatives, or agents. In no event shall RCC be liable for lost profits, special, <br />incidental, consequential, or indirect damages suffered by Client. The parties agree that <br />in no event will RCC's liability exceed the amount of compensation paid to RCC by <br />Client, or RCC's insurance coverage, whichever is less. <br /> <br />ARTICLE XI - Insurance <br /> <br />RCC shall take out and carry during the entire term of this Agreement, property <br />damage insurance and general public liability insurance with adequate limits to protect <br />both RCC and Client from liability. RCC shall insure the payment of compensation to its <br />employees in accordance with applicable Worker's Compensation Laws. RCC will <br />maintain adequate General Liability and Auto Liability insurance. RCC will provide <br />Client with a Certificate of Liability Insurance evidencing the insurance coverage <br />provided for herein. <br /> <br />ARTICLE XII - Taxes. Unemplovment Insurance and Related Items <br /> <br />RCC hereby accepts full and exclusive responsibility for the payment of any and <br />all contributions or taxes, or both, for any unemployment insurance, medical and old age <br />retirement benefits, pensions, and annuities now or hereinafter imposed under any law of <br />the United States or any State, which are measured by the wages, salaries or other <br />remuneration paid to persons employed by RCC on the work covered by this Agreement <br />or in any way connected therewith; and RCC shall comply with all administrative <br />regulations and rulings thereunder with respect to any of the aforesaid matters; and RCC <br />shall reimburse Client for any of the aforesaid contributions or taxes, or both, or any part <br />thereof, if by law Client may be required to pay the same or any part thereof. <br /> <br />-4- <br />