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7. The failure of Disclosing Parties, by waiver or otherwise, to require performance <br />of any provision hereof shall in no manner affect its rights at a later time to <br />enforce such provision or any other provision. <br />8. Upon termination of this Agreement all Information, including all Confidential <br />and Proprietary Information (excluding draft and/or fnal audit report) in the <br />possession I of Financial Auditor and City shall be returned- to the Disclosing <br />Parties within thirty (30) business days Disclosing Parties may not make such <br />request until the underlying audits have been respectively completed or <br />terminated. <br />9. Without the prior written consent of Disclosing Parties, Financial Auditor and <br />City shall not, and shall direct all who are given access to the Confidential and <br />Proprietary Information not to, disclose to any person (other than a person <br />authorized hereunder) the fact that the Confidential and Proprietary Information <br />has been made available to Financial Auditor and City. The term "person" as used <br />herein includes, without limitation, any corporation, company, partnership or <br />individual- <br />10.. <br />ndividual.1O. It is agreed that money damages may not be a sufficient remedy for any breach of <br />this Agreement by Financial Auditor and City or their representatives and may <br />result in immediate and irreparable harm to Disclosing Parties. Accordingly, <br />Disclosing Parties shall be entitled to equitable and injunctive relief, specific <br />performance and/or any other appropriate equitable remedy in the event of a <br />determination by a court of competent jurisdiction of any breach of the provisions <br />of this Agreement. Such remedies shall not be deemed to the exclusive remedy for <br />Financial Auditor and City's breach of this Agreement, but shall be in addition to <br />all other remedies available at law or in equity. <br />11. This Agreement shall inure to the benefit of and be binding upon the parties hereto <br />and their respective successors and assigns. <br />12. This Agreement and any dispute relative hereto shall be governed by, interpreted <br />by, and construed in accordance with the laws of the State of California, without <br />regard to the principals of conflicts of law. Any legal action with respect to this <br />Agreement shall be filed in the appropriate court within the County of Orange, <br />State of California. <br />13. With respect to this Agreement, the parties shall bear their own attorney fees and <br />costs. Should any legal action or arbitration or other proceeding be brought for the <br />enforcement of this Agreement or by reason of any asserted breach thereof, the <br />prevailing party shall not be entitled to recover all costs and expenses, including <br />reasonable attorneys' fees incurred in enforcing or attempting to enforce any of the <br />terms, covenants or conditions of this Agreement, in addition to any other relief. <br />