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employment related activities. Event Producer affirms that it is an equal opportunity employer and
<br />shall comply with all applicable federal, state and local laws and regulations.
<br />13. JURISDICTION - VENUE
<br />This Agreement and all questions relating to its validity, interpretation, performance, and
<br />enforcement shall be government and construed in accordance with the laws of the State of
<br />California. 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 shall
<br />be determined and governed by the laws of the State of California. Both 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 />14. CONFLICT OF INTEREST CLAUSE
<br />Event Producer covenants that it presently has no interests and shall not have interests, direct
<br />or indirect, who would conflict in any manner with performance of services specified under this
<br />Agreement.
<br />15. BREACH
<br />Inasmuch as this Agreement is intended to secure the specialized services of the Event
<br />Producer, failure by Event Producer to perform the Scope of Work shall be considered a material
<br />breach of this agreement. The City shall be entitled to all legal and equitable remedies including but
<br />not limited to incidental and consequential damages.
<br />16. NON-ASSIGNABILITY
<br />Inasmuch as this Agreement is intended to secure the specialized services of Event Producer,
<br />Event Producer may not assign, transfer, delegate, or subcontract any interest herein without the prior
<br />written consent of the City and any such assignment, transfer, delegation or subcontract without the
<br />City's prior written consent shall be considered null and void. Nothing in this Agreement shall be
<br />construed to limit the City's ability to have any of the services which are the subject to this
<br />Agreement performed by City personnel or by other Event Producers retained by City.
<br />17. COMPLIANCE WITH COPYRIGHT LAWS
<br />Event Producer understands that the songs used by its performers may be copyrighted music
<br />pursuant to federal law, and, if so, that the Artist may have certain rights relative thereto. This
<br />Agreement is explicitly made subject to the artist rights under any such agreement and any applicable
<br />law or regulation, if any. To the extent that there is a conflict between any such agreement, applicable
<br />law or regulation and this Agreement, the terms of such, applicable law or regulation shall prevail.
<br />Event Producer shall defend, indemnify and save harmless City, its officers, agents,
<br />volunteers and employees, against any and all damages from any and all claims, demands, suits,
<br />actions, or proceedings of any kind of nature, including, but not by way of limitation, violations of
<br />federal copyright laws and/or regulations or by any one whomsoever, in any way resulting from or
<br />arising out of Event Producer's acts or omissions in connection with this Agreement, including acts
<br />or omissions of subcontractors and acts or omissions of employees or agents of Event Producer or its
<br />subcontractors.
<br />18. LICENSES
<br />Event Producer shall, throughout the term of this Agreement, maintain all necessary licenses,
<br />permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder
<br />and required by the laws and regulations of the United States, the State of California, the City of
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