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<br />vrn. <br />Successors and Assigns <br /> <br />This Agreement shall bind and benefit the respective parties and their legal successors, and shall <br />not be assignable, in whole or in part, by any party hereto without first obtaining the written consent of <br />the other party. Nothing herein shall be construed as creating any personal liability on the part of any <br />officer or director of the Authority or the Zone. <br /> <br />IX. <br />Character of Workers and Work <br /> <br />Services provided for under this Agreement are being performed for the public benefit. The <br />employees provided by the Contractor shall be competent and careful workers skilled in their respective <br />trades. In performing its obligations under this Agreement, the Contractor shall not employ any person <br />who engages in misconduct or is incompetent or negligent in the performance of his or her duties. The <br />Clients retain the right to require the Contractor to remove from the performance of services provided for <br />under this Agreement any employee who engages in (1) unethical or unprofessional conduct, (2) <br />misconduct or other discourtesies toward the public, (3) conduct inconsistent with sound business <br />practices or (4) other conduct inconsistent with the performance of work in an acceptable manner and at a <br />satisfactory rate of progress to the Clients. Nothing herein is intended to, and the parties agree that this <br />Agreement does not, create any third party beneficiary rights for any employee or other person. It is <br />intended that any employee who engages in any services provided for under this Agreement is an <br />employee-at-will of the Contractor. <br /> <br />X. <br />Conflict of Interest <br /> <br />In keeping with Contractor's duties to the Clients, Contractor agrees that it shall not, directly or <br />indirectly, become involved in any conflict of interest, or upon discovery thereof, allow such a conflict to <br />continue. Moreover, Contractor agrees that it shall promptly disclose to the Clients any facts, which might <br />~ involve- my F€asonablep0ssibiIft;y 0fiiG0rifliGt of int~rest. <br /> <br />XI. <br />Term and Termination <br /> <br />This Agreement shall become effective as of the date executed by the Client and the <br />Contractor as set forth on the signature page hereof and shall continue in force for a period of <br />two (2) years from the date of execution, at which time this Agreement may be extended and the <br />scope amended by mutual agreement of both parties. Either party may terminate this Agreement <br />without cause at any time by giving the other party at least sixty (60) days' prior written notice <br />thereof, specifying in such notice the effective date of such termination. In the event of <br />termination, it is understood and agreed that only the amounts due the Consultant for services <br />provided and expenses incurred to the date of termination will be due and payable. No penalty <br />will be assessed for termination of this Agreement. <br /> <br />3 <br />