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8. ASSIGNMENT
<br />Anything in the Agreement to the contrary notwithstanding, neither party shall assign its
<br />duties under the Agreement to any other entity, including an entity which affiliates or merges
<br />with or acquires either party, except when such assignment is approved in advance by the other
<br />party in writing, which approval the other party may in its sole discretion grant or deny.
<br />9. DISCRIMINATION
<br />STATE FARM shall not discriminate because of race, color, creed, religion, sex, marital
<br />status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by
<br />applicable law, in the recruitment, selection, training, utilization, promotion, termination or other
<br />employment related activities. STATE FARM affirms that it is an equal opportunity employer
<br />and shall comply with all applicable federal, state and local laws and regulations.
<br />10. JURISDICTION - VENUE
<br />This Agreement has been executed and delivered in the State of California and the
<br />validity, interpretation, performance, and enforcement of any of the clauses of this Agreement
<br />shall be determined and governed by the laws of the State of California. Both parties further
<br />agree that Orange County, California, shall be the venue for any action or proceeding that may be
<br />brought or arise out of, in connection with or by reason of this Agreement.
<br />11. DEFAULT
<br />If STATE FARM fails to pay when due any amount owing under this Agreement, and
<br />such failure continues for a period of thirty (30) days after STATE FARM receives written notice
<br />of such default from City, or if either party fails to perform any of its covenants and obligations
<br />under this Agreement, and such failure continues for a period of thirty (30) days after the non-
<br />performing party receives written notice of the default from the other party, and such non-
<br />performance remains uncured after such thirty day period, then the aggrieved party may terminate
<br />this Agreement by giving written notice of termination. All parties rights under this section are in
<br />addition to, and not a limitation on, or substitution for, any other rights which either party has by
<br />reason of any non-performance, including without limitation, any claim for damages under law or
<br />equity. Upon termination, all rights and obligations of the parties under this Agreement shall
<br />cease. Time is of the essence in the performance of all duties and obligations imposed by this
<br />Agreement. A parry's failure to or delay in the exercise of any of their rights, remedies or privileges
<br />contained in this Agreement, shall not be construed as a waiver by either party, unless such waiver is
<br />in a writing executed by the waiving party.
<br />12. USE OF STATE FARM NAME. Anything in the Agreement to the contrary
<br />notwithstanding, City expressly agrees that it shall not disclose or otherwise identify STATE
<br />FARM orally or in any of City's advertising, publications, or other media that are displayed or
<br />disseminated to City's customers or other parties, except for purposes of performing this
<br />Agreement and as authorized by this Agreement. For each marketing, publicity or promotional
<br />use, City shall only use the form of STATE FARM's names and other trademarks as authorized
<br />by this Agreement and provided by STATE FARM, and only after prior written approval by
<br />STATE FARM. Upon termination of the Agreement, any and all rights that City may acquire by
<br />use of such names and trademarks shall immediately terminate.
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