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ARTICLE 3 GENERAL TERMS AND CONDITIONS 3.1 Governing Law and Venue. This CONTRACT has been negotiated and executed in the State of California and shall be governed by and construed under the laws of the State of California. hi the event of any legal action to enforce or interpret this CONTRACT, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange SAOS, California, and the PARTIES hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure Section 394. Furthermore, the PARTIES specifically agree to waive any and all rights to request that an action be transferred for trial to another SAOS. 3.2 Entire Contract. This CONTRACT, including Attachments A, B, C, and D which are attached hereto and incorporated herein by this reference, when accepted by SAOS either in writing or by the shipment of any article or other commencement of performance hereunder, contains the entire CONTRACT between the PARTIES with respect to the matters herein, and there are no restrictions, promises, warranties or undertakings other than those set forth herein or referred to herein. No exceptions, alternatives, substitutes or revisions are valid or binding on GIOC unless authorized by GIOC in writing. Electronic acceptance of any additional terms, conditions or supplemental contracts by any GIOC employee or agent, including but not limited to installers of software, shall not be valid or binding on GIOC unless accepted in writing by GIOC's CONTRACT MANAGER. 3.3 Amendments. No alteration or variation of the terms of this CONTRACT shall be valid unless made in writing and signed by the PARTIES; no oral understanding or agreement not incorporated herein shall be binding on either of the PARTIES; and no exceptions, alternatives, substitutes or revisions are valid or binding on GIOC unless authorized by GIOC in writing. 3.4 Delivery. Time of delivery of services is of the essence in this CONTRACT. GIOC reserves the right to refuse any services and to cancel all or any part of the descriptions or services that do not conform to the prescribed Scope of Services. Delivery shall not be deemed to be complete until all services have actually been received and accepted in writing by GIOC. 3.5 Assignment or Sub -Contracting. The terms, covenants, and conditions contained herein shall apply to and bind the heirs, successors, executors, administrators and assigns of the PARTIES. Furthermore, neither the performance of this CONTRACT nor any portion thereof may be assigned or sub -contracted by SAOS without the express written consent of GIOC. Any attempt by SAOS to assign or sub -contract the performance or any portion thereof of this CONTRACT without the express written consent of GIOC shall be invalid and shall constitute a breach of this CONTRACT. 3.6 Non -Discrimination. In the performance of this CONTRACT, SAOS agrees that it will comply with the requirements of Section 1735 of the California Labor Code and not engage nor permit any subcontractors to engage in discrimination in employment of persons because of the race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, or sex of such persons. SAOS acknowledges that a violation of this provision shall subject SAOS to all the penalties imposed for a violation of Section 1720 et seq. of the California Labor Code. 2807/099999 2489 11276904.2 a10/31/19 -16-