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California, shad 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 />9.8. Grantee agrees to comply with all applicable equal opportunity and affirmative action laws as
<br />appropriate, Grantee shall not discriminate because of race, color; religion, sex, gender identity,
<br />gender expression, marital status, sexual orientation, age, national origin, ancestry, medical
<br />condition, Military or veteran status, genetic Information, requestfor family care leave, request for
<br />leave for an employee's own serious health condition, request for pregnancy disability leave,
<br />disability, or otherwise as defined and prohibited by applicabie law; in the recruitment, selection,
<br />training, utilization; promotion, termination or other employment related activities. Grantee affirms
<br />thatit is an equal opportunity employer (if applicable) and shall comply with all applicable federal,
<br />state and local laws and regulations.
<br />9.9. 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 />9,10, grantee grants to City a non-exclusive, irrevocable, transferable, royalty free, worldwide
<br />license to use, reproduce, display, distribute, and prepare derivativeworks, 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 />9.11, grantee and any of the Grantee's agents, employees or representatives are, for ail 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 />9,12, Neither Party shall assign any rights or obligations under this Agreement.
<br />9.13. 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 />9,14, Each Party warrants that they have executed this Agreement knowingly, freely and
<br />voluntarily and with full knowledge of Its legal consequences. Ali 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 />9.15, 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 />9.16. Each undersigned represents and warrants that Its signature herein below has the power;
<br />authority and right to bind their respective Parties to earn of the terms of this Agreement, and
<br />shall Indemnify City fully, including reasonable costs and attorneys 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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