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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, shalt be the venue for any action or proceeding that may be brought or artee out of, In
<br />connection with or by mason of this Agroamont;
<br />8,8, Grantee agrees to comply with all applicable equal opportunity and affirmative action laws as
<br />appropriate, Grantee shalt not discriminate because of race, color, oreed, religion, sex, mental
<br />status, sexual orientation; age, national origin, ancestry, or disablilty, as defined and prohibited
<br />by applioabla law, In tho recnifunent, selection, training, utilization, promotion, formination orotner
<br />employment related activities. Grantee affirms that It Is an equal opportunity employer (I
<br />applicable) and snail comply with all appltoobio taderal, state, and local taws and regulations.
<br />8.9. Any funds provided under this Agreement that are not expanded, 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-oxclusive, irrevocable, transferable, royalty free, worldwide
<br />license to use, reproduce, display, distribute, and prepare derivative works, in any farm or media
<br />at the discretion of the City for the Project copoelved, performed or created as a result of this
<br />Agreement,
<br />8A 1, Grantee and any of the Grantee`s agents, employees or representatives are, for all purposes
<br />under this Agreement, as Independent contractor and shag notbadeemed to be an employee of
<br />the city, and none of them shall be entitled to any beneflta to which City employees are entitled
<br />Including but not limited to, overtIma, retirement benefits, woork's componsatlon benefits, injury
<br />leave or other leave benefits.
<br />814 Neither Marty shall assign any rights or obligations undarthis Agreement,
<br />4,13. Each Party covenants that it presently has no Interests and shall not have Interests, direct
<br />or lndirect, wrb1oh would conflict in any manner with performance of services specified under this
<br />Agreement
<br />8.14Each 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 Rho opportunity to review
<br />and consrder this matter with legal counsel, and that the terms of this Agreement, and its
<br />oonsequenoes, are fully understood by each Party.
<br />8,13, This Agreement represents the entire agreement and understanding between the Parties,
<br />and supersedes any and sit prior agreements and understandings between the Parties, whether
<br />oral or written,
<br />4i T-Tach undersigned represents and warrants {hot its signature heroin 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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