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parties. This Agreement may not be modified except by written instrument signed by the <br />City and by an authorized representative of Instructor. Each party to this Agreement <br />acknowledges that no representations, inducements, promises or agreements, orally or <br />otherwise, have been made by any party, or anyone acting on behalf of any party, which <br />are not embodied herein. <br />10. ASSIGNMENT <br />Inasmuch as this Agreement is intended to secure the specialized services of <br />Instructor, Instructor may not assign, transfer, delegate, or subcontract any interest herein <br />without the prior written consent of the City and any such assignment, transfer, <br />delegation or subcontract without the City's prior written consent shall be considered null <br />and void. <br />11. TERMINATION <br />This Agreement maybe terminated by either party upon thirty (30) days written <br />notice of termination. In such event, Instnuctor shall be entitled to receive and the City shall <br />pay Instructor compensation for all services performed by Instructor prior to receipt of such <br />notice of termination, <br />12. 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 <br />Agreement shall be determined and governed by the laws of the State of California. Both <br />parties further agree that Orange County, California, shall be the venue for any action or <br />proceeding that may be brought or arise out of, in connection with or by reason of this <br />Agreement. <br />// <br />I/ <br />