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DocuSign Envelope ID:AAA2AAO7-3167-4E9D-B83C-28AFB3FB1DE3 addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 12. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and CLIPPERS regarding the subject matter herein, and supersedes any and all other agreements, oral or written,between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement-may not-be-modified except by written instrument-signed-by-the Gity-and-by-an authorized representative of CLIPPERS. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate CLIPPERS or the City. Each party to this Agreement acknowledges that no representations, inducements,promises or agreements,orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 13. ASSIGNMENT Neither party may assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the other party and any such assignment,transfer, delegation or subcontract without such party's prior written consent shall be considered null and void. 14. CANCELLLATION OR TERMINATION a. If, because of war, fire, strike, civil strife, government regulation,natural catastrophe, an act of terrorism or public enemy, an act of God, pandemic, or any reason beyond the reasonable control of City,the Event or any part thereof is prevented from being held or is cancelled by City, City, in its sole discretion, shall determine and refund to the CLIPPERS its proportionate share of the balance of the aggregate partner fees received that remain after deducting actual expenses incurred by City. In no case shall the amount of the refund to the CLIPPERS exceed the amount of the fee paid. City reserves the right to cancel any portion of the Event as it deems necessary and appropriate and in such event, shall refund to the CLIPPERS the applicable share of CLIPPERS fees applicable to such cancelled portion of the Event. b. This Agreement may be terminated by either party(i) in the event of a material breach of this Agreement by the other party and such breach is unable to be cured or such breach has gone uncured for a period of ten(10) days after written notice of such breach has been given by the non-breaching party, (ii) immediately upon the insolvency of or the filing of a petition of bankruptcy by the other party, (iii) upon mutual written agreement of the parties, or(iv) in accordance with any other provisions of this Agreement expressly addressing termination. Additionally, without affecting any other right or remedy available to it, this Agreement may be terminated by either party for any reason upon thirty(30) days written notice to the other party. In the event of such termination: (a) City will cease using all CLIPPERS Marks and within a reasonable time return the same to CLIPPERS and(b) each party will destroy or return the other party's Confidential Information. Page 5of7