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14. JURISDICTION - VENUE <br />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 <br />shall be determined and governed by the laws of the State of California. Both parties further <br />agree that Orange County, California, shall be the venue for any action or proceeding that may <br />be brought or arise out of, in connection with or by reason of this Agreement. <br />15. PROFESSIONAL LICENSES <br />Sponsor shall, throughout the term of this Agreement, maintain all necessary licenses, <br />permits, approvals,, waivers, and exemptions necessary hereunder and required by the laws and <br />regulations of the United States, the State of California, the City of Santa Ana and all other <br />governmental agencies. Sponsor shall notify the City immediately and in writing of its inability <br />to obtain or maintain such pennits, licenses, approvals, waivers, and exemptions. Said inability <br />shall be cause for termination of this Agreement. <br />16, PERSONAL BENEFIT TO CITY OFFICERS AND EMPLOYEES IS <br />PROFIBITED <br />Sponsor must not confer a personal benefit, directly or indirectly, to any individual City <br />officer or employee. <br />17. NO ENDORSEMENT <br />Sponsorship shall not be deemed to constitute an endorsement by City of Sponsor, its <br />services, products, officials, board members, or owners. <br />18. LIMITATIONS <br />a. Editorial Control: City retains the right to exercise full editorial control over the <br />placement, content, appearance, wording, and design of sponsorship materials and messages. <br />b. No Use of City Logo or Seal: This sponsorship agreement does not allow for the <br />use of the City's seal or logo by sponsor. <br />C. Content: Sponsorship signage, materials, advertising, handouts, etc., provided by <br />sponsor pursuant to this agreement shall not contain the following: <br />(1) Obscenity; <br />(2) Pornography; <br />(3) Fighting words; <br />(4) Fraudulent material; <br />(5) Defamatory, libelous, or slanderous material; <br />#8520v3 <br />