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12. ENTIRE AGREEMENT This Agreement constitutes the entire Agreement between the parties respecting the rendering of services by Consultant to Client, and there are no representations, warranties or commitments, except as set forth herein. Only an instrument in writing executed by the parties may amend this Agreement. 13. ASSIGNMENT The rights and obligations of Client under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of Client. The rights and obligations of Consultant are personal in nature and may not be assigned without Client's prior written consent. 14. TERMINATION Client and consultant may terminate this Agreement upon twenty-four (24) hours written notice. The parties agree that, other than the contractual payments and obligations specifically set forth in this Agreement, as well as those requirements set forth in section 15 below, neither party shall have any obligation or duty as to the other party following the termination or expiration of this Agreement or any renewals thereof. 15. COOPERATION WITH CLIENT AFTER TERMINATION OF AGREEMENT Following any notice of termination of this Agreement given pursuant to Section 14 above, or the expiration of this Agreement pursuant to Section 2 above, and at the request of Client, Consultant shall fully cooperate with Client in all matters relating to the winding up of Consultant's pending work on behalf of Client and the orderly transfer of any such pending work to such other persons as may be designated by Client prior to termination. Client shall compensate Consultant for time spent in winding up and transferring pending work at the same rate and under the same terms of this Agreement as if it had not been terminated. 16. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 91/ 0919=[7ZIIp[HNFAT9 This Agreement, including all matters of construction, validity, effect, performance, and remedies, shall in all respects be governed by and construed and enforced in accordance with the laws of the state of California, as if applied to contracts executed in such state by residents thereof and to be performed entirely in such state, and without reference to rules governing conflicts of law.