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shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement.
<br />Certificates of insurance shall be furnished to COSA upon execution of this Agreement and shall be approved by
<br />COSA. Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or
<br />changed in any other material aspect without thirty (30) days' prior written notice to COSA. If SSCI fails or
<br />refuses to produce or maintain the insurance required by this section or fails or refuses to furnish to COSA the
<br />required proof that insurance has been procured and is in for and paid for, COSA will have the right, at COSA's
<br />election, to terminate this Agreement.
<br />6.
<br />Neither party shall reveal, publish or otherwise disclose any Confidential Information to any third party without
<br />prior written consent of the other party. "Confidential Information" means any and all proprietary or secret data;
<br />sales or pricing information relating to either party, its operations, employees, products or services; and, all
<br />information relating to any customer, potential customer, Agent, and/or independent sales outlet. The Parties agree
<br />to keep this information confidential at all times during the tern of this Agreement, and continuing for five years
<br />after receipt of any Confidential Information. Notwithstanding anything contrary herein, in no event shall SSCI be
<br />required to destroy, erase or return any consumer reports or applicant data related thereto in SSCI's files, all of
<br />which SSCI shall maintain as a consumer reporting agency in strict accordance with all applicable federal, state and
<br />local laws.
<br />Neither party is responsible for any events or circumstances beyond its control that prevent it from meeting its
<br />obligations, which include but are limited to: terrorist acts, wars, riots, embargos, strikes, and/or disruptions in
<br />communications or acts of God.
<br />8.
<br />SSCI shall, throughout the tern of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and
<br />exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the
<br />United States, the State of California, the City of Santa Ana and all other governmental agencies. SSCI shall notify
<br />COSA immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers,
<br />and exemptions. Said inability shall be cause for termination of this Agreement.
<br />9.
<br />This Agreement has been executed and delivered in the State of California and the validity, interpretation,
<br />performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the
<br />laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for
<br />any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement.
<br />10.
<br />SSCI shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age,
<br />national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection,
<br />training, utilization, promotion, termination or other employment related activities. SSCI affirms that it is an equal
<br />opportunity employer and shall comply with all applicable federal, state and local laws and regulations.
<br />it.
<br />Inasmuch as this Agreement is intended to secure the specialized services of SSCI, SSCI may not assign, transfer,
<br />delegate, or subcontract any interest herein without the prior written consent of COSA and any such assignment,
<br />transfer, delegation or subcontract without COSA's prior written consent shall be considered null and void. Nothing
<br />in this Agreement shall be construed to limit COSA's ability to have any of the services which are the subject to
<br />this Agreement performed by COSA personnel or by other consultants retained by COSA,
<br />12.
<br />This Agreement represents the complete and exclusive statement between COSA and SSCI, and supersedes any and
<br />all other agreements, oral or written, between the parties. In the event of a conflict between the terns of this
<br />Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be
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