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<br />Page 7 of 10 <br />#2076148v2 <br />Subcontractor or the Contractor. Each Party to this Agreement acknowledges that no <br />representations, inducements, promises or agreements, orally or otherwise, have been made by any <br />Party, or anyone acting on behalf of any Party, which is not embodied herein. <br /> <br />14. ASSIGNMENT <br /> <br />Inasmuch as this Agreement is intended to secure the specialized services of Subcontractor, <br />Subcontractor may not assign, transfer, delegate, or subcontract any interest herein without the <br />prior written consent of the Contractor and any such assignment, transfer, delegation or subcontract <br />without the Contractor's prior written consent shall be considered null and void. Nothing in this <br />Agreement shall be construed to limit the Contractor’s ability to have any of the services which <br />are the subject to this Agreement performed by Contractor personnel or by other Subcontractors <br />retained by Contractor. <br /> <br />15. TERMINATION <br /> <br />This Agreement may be terminated by the Contractor upon thirty (30) days written notice <br />of termination. In such event, Subcontractor shall be entitled to receive and the Contractor shall <br />pay Subcontractor compensation for all services performed by Subcontractor prior to receipt of <br />such notice of termination, subject to the following conditions: <br />a. As a condition of such payment, the Executive Director may require Subcontractor <br />to deliver to the Contractor all work product(s) completed as of such date, and in <br />such case such work product shall be the property of the Contractor unless <br />prohibited by law, and Subcontractor consents to the Contractor's use thereof for <br />such purposes as the Contractor deems appropriate. <br />b. Payment need not be made for work which fails to meet the standard of <br />performance specified in the Recitals of this Agreement. <br /> <br /> <br />16. WAIVER <br /> <br />No waiver of breach, failure of any condition, or any right or remedy contained in or <br />granted by the provisions of this Agreement shall be effective unless it is in writing and signed by <br />the Party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or <br />remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not <br />similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. <br /> <br />17. JURISDICTION - VENUE <br /> <br /> This Agreement has been executed and delivered in the State of California and the validity, <br />interpretation, performance, and enforcement of any of the clauses of this Agreement shall be <br />determined and governed by the laws of the State of California. All Parties further agree that <br />Orange County, California, shall be the venue for any action or proceeding that may be brought or <br />arise out of, in connection with or by reason of this Agreement. <br /> <br />EXHIBIT 2