RON TURLEY ASSOCIATES 1 -2007 - Laserfiche WebLink

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15. DISCRIMINATION Licensor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Licensor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 16. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 17. PROFESSIONAL LICENSES Licensor shall, throughout the term of this Agreement, maintain all necessayy licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Licensor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 18. PATENT AND COPYRIGHT INDEMNIFICATION Licensor at its own expense shall defend any action brought against City to the extent that it is based in a claim that any Licensed Program used within the scope of the license hereunder infringes a patent or copyright, provided City notified Licensor promptly in writing of the action (and all prior claims relating to such action) after City becomes aware of the same, and Licensor has sole control of the defense and all negotiations for its settlement or compromise. In the event any Licensed Programs become, or in Licensor's opinion aze likely to become, the subject of a claim of infringement of a patent or copyright, Licensor may at its option either secure the City's right to continue using the Licensed Programs, replace or modify them to make them non-infringing, or if neither of the foregoing alternatives is reasonably available to Licensor, discontinue the Licensed Program upon three month's written notice, in which case Licensor shall refund to City all payments made in purchasing said License. Licensor shall have no liability for any claim of copyright or patent infringement based on: Use of other than a current unaltered release of the Licensed Program available from Licensor if such infringement would have been avoided by the use of a current unaltered release of the Licensed Program available from Licensor or;