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performance, and enforcement of any of the clauses of this Agreement shall be determined and
<br />governed by the laws of the State of California. Both Parties further agree that Orange County,
<br />California, shall be the venue for any action or proceeding that may be brought or arise out of, in
<br />connection with or by reason of this Agreement.
<br />8.8. Grantee agrees to comply with all applicable equal opportunity and affirmative action laws as
<br />appropriate, Grantee shall not discriminate because of race, color, creed, religion, sex, marital
<br />status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited
<br />by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other
<br />employment related activities. Grantee affirms that it is an equal opportunity employer (if
<br />applicable) and shall comply with all applicable federal, state and local laws and regulations.
<br />8.9. Any funds provided under this Agreement that are not expended, obligated or otherwise
<br />committed by the termination or expiration of this Agreement shall be immediately returned to
<br />City.
<br />8.10. Grantee grants to City a non-exclusive, irrevocable, transferable, royalty free, worldwide
<br />license to use, reproduce, display, distribute, and prepare derivative works, in'any form or media
<br />at the discretion of the City for the Project conceived, performed or created as a result of this
<br />Agreement.
<br />8.11. Grantee and any of the Grantee's agents, employees or representatives are, for all purposes
<br />under this Agreement, an independent contractor and shall not be deemed to be an employee of
<br />the City, and none of them shall be entitled to any benefits to which City employees are entitled
<br />including but not limited to, overtime, retirement benefits, work's compensation benefits, injury
<br />leave or other leave benefits.
<br />8.12. Neither Party shall assign any rights or obligations under this Agreement.
<br />8,13, Each Party covenants that it presently has no Interests and shall not have interests, direct
<br />or indirect, which would conflict in any manner with performance of services specified under this
<br />Agreement.
<br />8.14. Each Party warrants that they have executed this Agreement knowingly, freely and
<br />voluntarily and with full knowledge of its legal consequences. All Parties involved warrant and
<br />represent that, prior to executing this Agreement, each Party has had the opportunity to review
<br />and consider this matter with legal counsel, and that the terms of this Agreement, and its
<br />consequences, are fully understood by each Party.
<br />8.16. This Agreement represents the entire agreement and understanding between the Parties,
<br />and supersedes any and all prior agreements and understandings between the Parties, whether
<br />oral or written.
<br />8,16. Each undersigned represents and warrants that its signature herein below has the power,
<br />authority and right to bind their respective Parties to each of the terms of this Agreement, and
<br />shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or
<br />damages to City in the event that such authority or power is not, in fact, held by the signatory or
<br />is withdrawn.
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