20.13Survival. The terms, provisions, representations and warranties contained in this Agreement that by their sense and context are intended to survive the performance thereof by either Party or both Parties hereunder (including in Sections 5.4, 5.6.2, 5.6.5, 5.6.6, 8.1.5, 8.1.11, 8.2.2, 8.2.3, 9.3, 10.1, 10.2.3, 10.2.4, 10.2.5, 10.2.7, 10.2.14, 10.2.16, 10.3, 10.4, 10.5, 12.6, 17.1.7, 17.2, 20.11, 20.12 and 20.13 and Articles 11, 12, 13, 14, 15, 16, 19 and 21) shall so survive the completion of performance, expiration or termination of this Agreement.
21.1Non-Solicitation Of Employees.
21.1.1During the Term of this Agreement and for a period of [**] thereafter, unless otherwise agreed in writing, each Party shall not and shall also cause its Affiliates not to, purposefully, directly or indirectly through Third Parties, hire, try to hire or enter into any kind of employment relationship with or entice away any employees of the other Party or its Affiliates in the Territory with whom it became acquainted in connection with the implementation of this Agreement. Without limitation to the generality of the foregoing, such obligation shall apply in particular to sales and service personnel of the other Party or its Affiliates involved in the Promotion of the Products. All the foregoing prohibitions shall not apply in case of a Party’s placement of an advertisement in general circulation for the recruitment of employees not specifically directed to the other Party’s employees.
21.1.2If either Party breaches this Section 21.1, the breaching Party shall pay to the other Party liquidated damages equal to the amount of the annual gross salary of the respective employee or employees. The Parties shall also be entitled to specific performance and injunctive relief, as well as to further damages as remedies for any such breach. Payment of any liquidated damages does not release either Party from their respective obligations under this Section 21.1.
21.2.1In the performance of MSD’s obligations under this Agreement, MSD shall at all times act as and be deemed an independent contractor. Nothing in this Agreement shall be construed to render MSD or any of its employees, agents, or officers, as an employee, joint venture, agent, or partner of Distributor. MSD is not authorized to assume or create any obligations or responsibilities, express or implied, on behalf of or in the name of Distributor. It is understood that the employees, methods, facilities, and equipment of MSD shall at all times be under MSD’s exclusive direction and control.
21.2.2In the performance of Distributor’s obligations under this Agreement, Distributor shall at all times act as and be deemed an independent contractor. Nothing in this Agreement shall be construed to render Distributor or any of its employees, agents, or officers, as an employee, joint venture, agent, or partner of MSD. Distributor is not authorized to assume or create any obligations or responsibilities, express or implied, on behalf of or in the name of MSD. It is