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C. The WORK Center and the Worksite agree as follows:
<br />1. The WORK Center agrees to and shall indemnify and hold harmless the Worksite, its officers,
<br />agents, employees, consultants, special counsel, and representatives from liability for personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury,
<br />including death, and claims for property damage, which may arise from the WORT.{. Center's own negligence,
<br />recklessness or willful misconduct or that of its contractors, subcontractors, agents, employees, or other
<br />persons acting on its behalf which relates to the WORK Center's services, duties or obligations described in
<br />this MOU. The WORK Center further agrees to indemnify, hold harmless, and pay all costs for the defense
<br />of the Worksite, including fees and costs for special counsel to be selected by the Worksite, regarding any
<br />action by a third party asserting that personal injury, damages, just compensation, restitution, judicial or
<br />equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this
<br />MOU.
<br />2, The Worksite agrees to and shall indemnify and hold harmless the WORK Center, its officers,
<br />agents, employees, consultants, special counsel, and representatives from liability for personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury,
<br />including death, and claims for property damage, which may arise from the Worksite's own negligence,
<br />recklessness or willful misconduct or that of its contractors, subcontractors, agents, employees, or other
<br />persons acting on its behalf which relates to the Worksite's services, duties or obligations described in this
<br />MOU. The Worksite farther agrees to indemnify, hold harmless, and pay all costs for the defense of the
<br />WORK Center, including fees and costs for special counsel to be selected by the WORK Center, regarding
<br />any action by a third party asserting that personal injury, damages, just compensation, restitution, judicial or
<br />equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this
<br />MOU.
<br />3. Either Party may terminate this Agreement upon five (5) days written notice for cause should
<br />the other party fail to perform any of the terms contained herein. The Worksite reserves the right, in its sole
<br />discretion, to release any assigned program participant, or terminate this MOU at any time without cause,
<br />upon ten (10) days written notice to WORK Center. The WORK Center may terminate this MOU at any
<br />time without cause, upon ten (10) days written notice to Worksitc.
<br />4. This MOU 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 determined and
<br />governed by the laws of the State of California. Both parties further agree that Orange County, California,
<br />shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by
<br />reason of this Agreement.
<br />5. Inasmuch as this MOU is intended to secure a specialized relationship with Worksite,
<br />Worksite may not assign, transfer, delegate, or subcontract any interest herein without the prior written
<br />consent of the WORK Center and any such assignment, transfer, delegation or subcontract without the
<br />WORK Centers prior written consent shall be considered null and void.
<br />6. This MOU represents the complete and exclusive statement between the WORK Ccuter and
<br />the Worksite, and supersedes any and all other agreements, oral or written, between the parties. In the event
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