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promotion, termination or other employment related activities. CONSULTANT affirms that it is
<br />an equal opportunity employer and shall comply with all applicable federal, state and local
<br />laws and regulations.
<br />3-14. Jurisdiction — Venue: This Agreement has been executed and delivered in the State of
<br />California and the validity, interpretation, performance, and enforcement of any of the clauses
<br />of this Agreement shall be determined and governed by the laws of the State of California.
<br />Both parties further agree that Orange County, California, shall be the venue for any action or
<br />proceeding that may be brought or arise out of, in connection with or by reason of this
<br />Agreement.
<br />3-15. Professional Licenses: CONSULTANT shall, throughout the term of this Agreement,
<br />maintain all necessary licenses, permits; approvals, waivers, and exemptions necessary for
<br />the provision of the services hereunder and required by the laws and regulations of the United
<br />States, the State of California, the CITY of Santa Ana and all other governmental agencies.
<br />CONSULTANT shall notify the CITY immediately and in writing of its inability to obtain or
<br />maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be
<br />cause for termination of thisAgreement.
<br />3-16. Public Release and Statements: Neither party or its representatives or agents shall
<br />disseminate any oral or written advertisement, endorsement or other marketing material
<br />relating to each other's activities under this Agreement without the prior written approval of the
<br />other party, which shall not be unreasonably withheld. Neither party shall make any public
<br />release or statement concerning the subject matter of this Agreement without the express
<br />written consent and approval of the other party. No party or its agent will use the name, mark
<br />or logo of the other party in any advertisement or printed solicitation without first having prior
<br />written approval of the other party. Notwithstanding the foregoing, without seeking prior
<br />approval in each instance, CONSULTANT shall have the right to use CITY's name as a
<br />customer reference, and to use CITY'S trade name on CONSULTANT customer lists. The
<br />parties shall take reasonable efforts to ensure that its subcontractors shall not disseminate
<br />any oral or written advertisement, endorsement or other marketing materials referencing or
<br />relating to the other party without that party's prior written approval. In addition, the parties
<br />agree that their contracts with all subcontractors will include appropriate provisions to ensure
<br />compliance with the restrictions of this Section.
<br />3-17. Confidentialitv. During the term of this Agreement and after the termination of this
<br />Agreement, the parties will take all steps reasonably necessary to hold the other party's
<br />Confidential Information in confidence, will not use the disclosing party's Confidential
<br />Information in any manner or for any purpose not expressly set forth in this Agreement, and
<br />will not disclose any such Confidential Information to any third party without the disclosing
<br />party's express prior written consent; provided, however, that each party (the "receiving party")
<br />may disclose Confidential Information of the other party (the "disclosing party") (a) to such
<br />receiving party's employees, directors, officers, contractors, and agents (collectively,
<br />"Representatives") who have a need to know such information and who have been advised of
<br />and have agreed to comply with the confidentiality restrictions contained in this Section 3-17
<br />and (b) to such third parties as are authorized or directed by the disclosing party in writing.
<br />Each party shall be responsible and liable for the actions and omissions of its Representatives.
<br />"Confidential Information" shall include all nonpublic information, including but not limited to a
<br />disclosing party's: trade secrets, inventions, ideas, processes, formulas, source and object
<br />codes, data, other works of authorship, know-how, improvements, discoveries, developments,
<br />designs, and techniques; information regarding its plans for research, development, new
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