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has not been obtained from Client and that such possession can be demonstrated by HEP's written records;b.is,or becomes,generally <br /> available to the public,through,for example,such sources as patents or other generally circulated publications,and such availability to the <br /> public does not result from any fault of HEP;c.is received by HEP in written form from a third party having no obligation to Client to keep <br /> it confidential;or d.is independently developed by HEP provided that such development can be demonstrated by HEP's written records. <br /> I. This Agreement may be terminated (a)by Client,for its convenience, upon 30 days prior written notice, (b)by either party, if the other <br /> party commits a breach of any provision of this Agreement(other than for non-payment,which is covered in Section 3 above)and such <br /> breach continues for a period of thirty(30)days following written notice,(c)by either party,effective immediately,if the other party files, <br /> or has filed against it,a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law or makes or seeks to make <br /> a general assignment for the benefit of its creditors or applies for or consents to the appointment of a trustee,receiver or custodian for its <br /> or a substantial part of its property or(d) by either party, in the event of a Force Majeure Occurrence(as defined in Section 13 to the <br /> Agreement)affecting the other party which continues for more than sixty(60)days.In the event this Agreement is terminated prior to the <br /> expiration of any yearly term,Client shall be entitled to a prorata refund of the portion of any pre-paid annual service fee allocable to the <br /> portion of the contract year that follows the date of termination. <br /> J. Miscellaneous <br /> a. HEP shall have the same obligations and responsibilities as set forth in the Arkansas Mechanics and Materialman's lien statutes <br /> applicable to its work under the Agreement. <br /> b. This Agreement and any disputes arising under or related thereto(whether for breach of contract,tortious conduct or otherwise)shall <br /> be governed by the laws of the State of Arkansas,without reference to its conflicts of law principles. <br /> c. HEP s employees shall not be treated as employees of Client or its parent companies,subsidiaries or affiliates for any reason,including <br /> benefit plans,employment policies,disability laws,and unemployment and workers compensation. <br /> d. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter specified <br /> herein and all prior or contemporaneous oral and all prior written documents with respect to the subject matter hereof are hereby <br /> superseded.No failure of either party to enforce any provisions hereof shall constitute a waiver by that party of its right subsequently <br /> to enforce the same or any other provision hereof.No waiver of any provision of this Agreement shall be effective unless in writing and <br /> signed by the party claimed to have waived such provision. <br /> e. The parties voluntarily waive their respective right to trial by jury of any disputes arising hereunder. <br /> f. The parties hereby agree that with respect to any dispute arising hereunder,the Courts in Pulaski County,Arkansas shall have exclusive <br /> jurisdiction and venue. <br /> g. The parties hereby incorporate the requirements of 41 C.F.R. 60-1.4(a),41 C.F.R. 60-250.5(a)and 41 C.F.R. 60-741.5(a). "We are an <br /> equal opportunity and affirmative action employer and we do not discriminate based on race, color, religion, sex, national origin, <br /> persons with a disability,or status as a protected veteran". <br /> 18.Client shall make available to HEP's personnel all pertinent Material Safety Data Sheets(MSDS) pursuant to OSHA'S Hazard Communication <br /> Standard Regulations. <br /> 19.HEP's obligation under this Agreement does not include the identification,abatement or removal of asbestos or any other toxic or hazardous <br /> substances, hazardous wastes, or hazardous materials. In the event such substances, wastes, and materials are encountered, HEP's sole <br /> obligation will be to notify the Client of their existence.HEP shall have the right thereafter to suspend its work until such substances,wastes,or <br /> materials, and the resultant hazards, are removed. The time for completion of the work shall be extended to the extent caused by the <br /> suspension,and the contract price shall be equitably adjusted. <br />