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Department or Agency shall require to ascertain compliance with this clause. Subcontractor and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. (See Cal. Code Regs., tit. 2, section 11105.) 13. EXCLUSIVITY AND AMENDMENT This HHAP-COVID Agreement and the State HHAP-COVID Agreement represent the complete and exclusive statements between the Contractor and Subcontractor, and supersede any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this HHAP-COVID Agreement and the State HHAP-COVID Agreement, the terms of the State HHAP-COVID Agreement shall prevail. This HHAP-COVID Agreement may not be modified except by written instrument signed by the Contractor and by an authorized representative of Subcontractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Subcontractor or the Contractor. Each party to this HHAP- COVID Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 14. ASSIGNMENT Inasmuch as this HHAP-COVID Agreement is intended to secure the specialized services of Subcontractor, Subcontractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the Contractor and any such assignment, transfer, delegation or subcontract without the Contractor's prior written consent shall be considered null and void. Nothing in this HHAP-COVID Agreement shall be construed to limit the Contractor's ability to have any of the services which are the subject to this HHAP-COVID Agreement performed by Contractor personnel or by other Subcontractors retained by Contractor. 15. TERMINATION This HHAP-COVID Agreement may be terminated by the Contractor upon thirty (30) days written notice of termination. In such event, Subcontractor shall be entitled to receive and the Contractor shall pay Subcontractor compensation for all services performed by Subcontractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Subcontractor to deliver to the Contractor all work product(s) completed as of such date, and in such case such work product shall be the property of the Contractor unless prohibited by law, and Subcontractor consents to the Contractor's use thereof for such purposes as the Contractor deems appropriate. b. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this HHAP-COVID Agreement. e