MASK - CARDKEY INTEGRATED SYSTEMS GROUP (2)

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received upon personal service or five -days after mailing. MASK SYSTEMS shall be paid for all work satisfactorily completed prior to the effective date of such termination. 9. NOTIFICATION All notices or other communication hereunder shall be deemed to be duly given when made in writing and delivered in person or deposited in the United States Mail, postage paid, certified mail, return receipt requested and addressed as follows: To CITY: Russ Davis City of Santa Ana Purchasing Department PO Box 1981 Santa Ana, CA 92702 To MASK SYSTEMS: Ahmad Ibrahim Mask Systems, Inc. d.b.a. Cardkey Integrated Systems Group 11959 Discovery Court Moorpark, CA 93021 10. EXCLUSIVITY AND AMENDMENT OF AGREEMENT This AGREEMENT represents the complete and exclusive statement of this AGREEMENT between the CITY and MASK SYSTEMS, and supersedes any and all other agreements, oral or written, between the parties. This AGREEMENT may not be modified except by written instrument signed by the CITY and by an authorized representative of MASK SYSTEMS. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, that terms and conditions hereof, shall not bind or obligate MASK SYSTEMS nor the CITY. 11. NON ASSIGNMENT OF AGREEMENT. Inasmuch as this AGREEMENT is intended to secure the specialized services of MASK SYSTEMS, MASK SYSTEMS may not assign, transfer, delegate, or sublet any interest therein without the prior written consent of the CITY and any such assignment, transfer, delegation or sublease without the CITY's prior written consent shall be considered null and void. 12. EMPLOYMENT STATUS. MASK SYSTEMS shall, during the entire term of the AGREEMENT, be construed to be an independent Contractor and not an employee of the CITY. This AGREEMENT is not intended nor shall it be construed to create an employer -employee relationship, a join venture relationship, or to allow the CITY to exercise discretion or control over the professional manner in which MASK SYSTEMS performs the services which are the subject matter of the AGREEMENT; provided always, however, that the services to be provided by MASK SYSTEMS shall be provided in a manner consistent with all applicable standards and regulations governing such services. Page 6 of 8