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<br />this Agreement without the express written consent of the other party. Notwithstanding the foregoing,
<br />GovHR, or its permitted successive assignees or transferees, may assign or transfer this Agreement or
<br />delegate any rights or obligations hereunder without consent: (i) to any entity controlled by, or under
<br />common control with, GovHR, or its permitted successive assignees or transferees; or (ii) in connection
<br />with a merger, reorganization, transfer, sale of assets or change of control or ownership of GovHR, or its
<br />permitted successive assignees or transferees.
<br />
<br />16. INDEPENDENT CONTRACTOR. It is expressly understood that at all times, while rendering
<br />the Services, GovHR is acting as an independent contractor and not as an officer, agent, or employee of
<br />the Client. GovHR shall not be required to keep specific work hours (except in the case of specific hours
<br />required under employee leasing contracts), equipment, or a specific office, and shall use independent
<br />means and methods for performing the Services. For all purposes, including Medicare, Social Security
<br />taxes, the Federal Unemployment Act (“FUTA”), income tax withholding, worker’s compensation, and
<br />unemployment insurance, GovHR, its personnel and contractors will be treated and deemed independent
<br />contractors and not employees of Client.
<br />
<br />17. NON-DISCRIMINATION/EQUAL EMPLOYMENT PRACTICES. Neither party shall
<br />unlawfully discriminate or permit discrimination against any person or group of persons in any matter
<br />prohibited by federal, state, or local laws. During the performance of this Agreement, neither party or
<br />their employees, agents, or subcontractors, if any, shall discriminate against any employee or applicant
<br />for employment because of age, marital status, religion, gender, sexual orientation, gender identity, race,
<br />creed, color, national or ethnic origin, medical conditions, physical disability, or any other classifications
<br />protected by local, state, or federal laws or regulations. The parties further agree to be bound by applicable
<br />state and federal rules governing equal employment opportunity and non-discrimination.
<br />18. NOTICES. All legal notices required by this Agreement are deemed to have been given when
<br />notices are both (1) delivered by email to the email address below, and (2) following such email delivery,
<br />a mailed copy of the notice is delivered to the mailing address below.
<br />
<br />To GovHR: To Client:
<br />
<br />Name: GovHR, A division of MGT of Name: Elk River, Minnesota
<br /> America Consulting, LLC
<br />ATTN: Legal Notice/Contracts ATTN: Calvin P. Portner
<br />Address: 4320 West Kennedy Blvd. Address: 13065 Orono Parkway
<br /> Tampa, FL 33609 Elk River, MN 55330
<br />Email: contracts@mgtconsulting.com Email: cportner@elkrivermn.gov
<br />
<br />
<br />If the email address and mailing address is incomplete for a party, then notice shall be mailed to the
<br />address on the first page of this Agreement.
<br />
<br />19. SEVERABILITY. If any provision of this Agreement shall be declared illegal or invalid for
<br />any reason, said illegality or invalidity shall not affect the remaining provisions hereof, but such illegal
<br />or invalid provision shall be fully severable, and this Agreement shall be interpreted and enforced as if
<br />such illegal or invalid provision had never been included herein.
<br />
<br />20. COUNTERPARTS AND EXECUTION. This Agreement and any SOW may be executed in
<br />counterparts, each of which when so executed shall be deemed an original and all of which together shall
<br />constitute one and the same instrument. The counterparts may be executed by electronic signature and
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