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EXHIBIT 1 <br />sustained by County by reason of the failure of the goods/services to conform to such warranties, faulty <br />work performance, negligent or unlawful acts, and non-compliance with any applicable state or federal <br />codes, ordinances, orders, or statutes, including the Occupational Safety and Health Act (OSHA) and the <br />California Industrial Safety Act. Such remedies shall be in addition to any other remedies provided by law. <br />8. Patent/Copyright Materials/Proprietary Infringement: <br />Unless otherwise expressly provided in this Contract, Subrecipient shall be solely responsible for clearing <br />the right to use any patented or copyrighted materials in the performance of this <br />Contract. Subrecipient warrants that any software as modified through services provided hereunder will <br />not infringe upon or violate any patent, proprietary right, or trade secret right of any third <br />party. Subrecipient agrees that, in accordance with the more specific requirement contained in the <br />Insurance and Indemnification section, it shall indemnify, defend and hold County and County Indemnitees <br />harmless from any and all such claims and be responsible for payment of all costs, damages, penalties and <br />expenses related to or arising from such claim(s), including, costs and expenses but not including attorney's <br />fees. <br />9. Assignment: <br />The terms, covenants, and conditions contained herein shall apply to and bind the heirs, successors, <br />executors, administrators and assigns of the parties. Furthermore, neither the performance of this Contract <br />nor any portion thereof may be assigned by Subrecipient without the express written consent of <br />County. Any attempt by Subrecipient to assign the performance or any portion thereof of this Contract <br />without the express written consent of County shall be invalid and shall constitute a breach of this Contract. <br />10. Non -Discrimination: <br />In the performance of this Contract, Subrecipient agrees that it will comply with the requirements of Section <br />1735 of the California Labor Code and not engage nor permit any subcontractors to engage in discrimination <br />in employment of persons because of the race, religious creed, color, national origin, ancestry, physical <br />disability, mental disability, medical condition, marital status, or sex of such persons. Subrecipient <br />acknowledges that a violation of this provision shall subject Subrecipient to penalties pursuant to Section <br />1741 of the California Labor Code. <br />11. Termination: <br />In addition to any other remedies or rights it may have by law, County has the right to immediately terminate <br />this Contract without penalty, cost, expense or liability of any kind for cause ("Termination for Cause", as <br />defined below), or (2) after 30 days' written notice without cause. Exercise by County of its right to <br />terminate the Contract for cause or without cause shall relieve County of all further compensation, <br />obligation, cost, expense or liability of any kind. <br />1. Termination for Cause: Termination for Cause shall mean the County's termination of the Contract in <br />the event of: <br />A. A violation of the law or failure to comply in a timely manner with any condition of this Contract; <br />B. Inadequate program performance; <br />C. Failure to comply with reporting requirements; <br />County of Orange MA-012-25010265 Page 6 of 54 <br />OC Community Resources Regional Workforce Training Services <br />