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Professional Services Master Agreement Kittitas County 5. Working Arrangements All Services shall be performed on the Client's premises, unless otherwise agreed by the parties. Client shall provide the following to Tieton Group personnel: (i) a suitable and adequate work environment, including space for work and equipment for performance of the Services; (ii) access to and use of Client's facilities and relevant information, including all necessary software, hardware and documentation; (iii) timely assistance in the correction of any hardware or software problems that would affect the performance of Services; and (iv) any other items set forth in each SOW. Upon receipt of notice from Client that a consultant is not suitable, Tieton Group shall remove such consultant from the performance of Services, and will provide a qualified replacement as quickly as possible. Client will ensure that all Client's personnel who may be necessary or appropriate for the successful performance of the Services will, on reasonable notice: (i) be available to assist Tieton Group personnel by answering business, technical and operational questions and providing requested documents, guidelines and procedures in a timely manner; (ii) participate in the Services as reasonably necessary for performance under a SOW; and (iii) be available to assist Tieton Group with any other activities or tasks required to complete the Services in accordance with the SOW. 6. Tieton Group Personnel Neither Tieton Group nor its personnel are or shall be deemed to be employees of Client. Tieton Group shall be responsible for the compensation of its personnel, in addition to any applicable employment taxes, workmen's compensation and any other taxes, insurance or provisions associated with the employment of personnel. Client agrees not to directly or indirectly solicit, offer employment to, or accept any services outside of this Agreement from, any employee or independent contractor of Tieton Group during the term of this Agreement, and for twelve (12) months thereafter. Tieton Group, in its sole discretion, may waive this provision in writing for an individual. In consideration for such waiver, Client agrees to pay Tieton Group a placement fee equal to twenty five percent (25%) of such person's new total annual compensation from Client. This permanent placement fee shall be due immediately upon such person's commencement of services for Client. 7. Confidential Information This Agreement is subject to public disclosure laws. This Agreement is considered a public document and will be available for inspection and copying by the public. If Tieton Group considers any portion of the items delivered to the Client to be protected under the law, Tieton Group shall clearly identify each such portion with words such as "CONFIDENTIAL", "PROPRIETARY", OR "BUSINESS SECRET". If a request is made for disclosure of such portion the Client will determine whether the material should be made available under the law. If the material is not exempt from public disclosure law, the Client will notify Tieton Group of the request and allow Tieton Group ten (10) business days to take whatever action it deems necessary to protect its interests. If Tieton Group fails or neglects to take such action within Page 3 of 12