premiums, contributions to benefit and deferred compensation plans, licensing fees, and workers' compensation costs, and shall file all required documents and forms. Each Party shall indemnify and hold the other harmless from and against any claims, liabilities, and expenses related to, or arising out of, the indemnifying Party's failure to satisfy the responsibilities set forth in this paragraph. Client's obligation to indemnify Sodexo shall be to the extent permitted by Kentucky law.

5.5 Agreement Not To Hire. Client acknowledges that Sodexo's salaried employees are essential to Sodexo's core business of providing management services and are familiar with Sodexo's operating procedures and other information proprietary to Sodexo. Therefore, Client shall not, without Sodexo's prior written consent, solicit for employment, hire, make any agreement with, or permit the employment of—in any facility owned or controlled by Client—any person who is or has been a Sodexo salaried employee assigned to the Services at the Premises, within the earlier of six (6) months after such employee terminates employment with Sodexo or within six (6) months after termination of this Agreement. If Client hires, makes any agreement with, or permits the employment of any such employee in any Client operation providing facilities management services within the restricted period, it is agreed by Client that Sodexo shall suffer damages, and Client shall pay Sodexo as liquidated damages—and not as a penalty—an amount equal to six (6) months of the then-current annual salary of each Sodexo salaried employee hired by Client. This sum has been determined to be reasonable by both Parties after due consideration of all relevant circumstances. This provision shall survive termination of this Agreement.

5.6 Equal Opportunity and Affirmative Action Employer. Neither Party shall discriminate because of race, color, religion, sex, age, national origin, disability, sexual orientation, genetic information, veteran status, or any other basis protected by applicable law, in the recruitment, selection, training, utilization, promotion, termination, or other employment-related activities concerning the Services employees. Each Party affirms that it is an equal opportunity employer. The staffing, promotion, placement, or assignment of employees who work on this account must be done without any preference or limitation based on race, color, religion, sex, age, national origin, disability, sexual orientation, ancestry, citizenship, pregnancy, marital status and gender identity, genetic information, veteran status, or any other basis protected by applicable law. This obligation applies to the recruitment, selection, training, utilization, promotion, termination, or other employment-related activities concerning Sodexo's employees. Under no circumstances shall Sodexo permit a request or suggestion by a client to place a particular employee in an account to override Sodexo's non-discrimination policy.

In addition, Sodexo affirms that it is an affirmative action employer. With respect to this Section 5.6, Sodexo shall comply with all applicable federal, state, and local laws and regulations, including, but not limited to, Executive Order 11246; Rehabilitation Act of 1973; Vietnam Era Veterans Readjustment Assistance Act of 1974; Civil Rights Act of 1964; Equal Pay Act of 1963; Age Discrimination in Employment Act of 1967; Immigration Reform and Control Act of 1986; Public Law 95-507; the Americans With Disabilities Act; and any additions or amendments thereto.

5.7 Training Programs. Sodexo shall provide and maintain training equipment, films, slides, literature, daily work and project schedules, software, standard operational procedures, and training manuals to be used in training the Services employees. These materials shall at all times remain under Sodexo's exclusive control and shall be deemed the property of Sodexo.

5.8 Criminal Background Checks. Sodexo shall conduct pre-employment background