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by the appropriate authorities of the party to be charged. Any amendment or modification to this Agreement must be in writing and executed by the appropriate authorities of the Licensor and Licensee. (b) Severabilily. If any tern, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of the Agreement shall continue in full force and effect, unless and to the extent the rights and obligations of one or both parties has been materially altered or abridged by such holding. (c) No Assignment. Licensee shall not assign or transfer or otherwise convey any interest in this Agreement to any party without the express prior written consent of Licensor, which consent may be withheld in Licensor's sole and absolute discretion. (d) Choice of Law. This Agreement is to be governed by, and construed in accordance with, the laws of the State of California. Venue shall be in the County of Orange. (e) Remedies. Either parry shall, in addition to all other rights provided herein or as may be provided by law, be entitled to the remedies of specific performance and injunction to enforce its rights hereunder, except to the extent expressly provided to the contrary in this Agreement. All rights and remedies under this Agreement are cumulative and no one of them shall be exclusive of any other, and each party shall have the right to pursue any one or all of such rights and remedies or any other remedy which may be provided by law, whether or not stated in this Agreement, except to the extent expressly provided to the contrary in this Agreement. (f) Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. (g) Non -Liability ofFublic Officials. No officer, employee, member, agent or representative of the Licensor shall be personally liable to Licensee, or any successor in interest, in the event of any default or breach by the Licensor, or for any amount which may become due to Licensee or its successor, or for any breach of any obligation of the terms of this Agreement. (h) Effective Date. This Agreement shall become effective on the date of Licensor's execution of this Agreement. (i) Notices. Any notices, requests, or approvals given under this Agreement from one party to another shall be in writing and shall be personally delivered or deposited with the United States Postal Service for mailing, postage prepaid, by certified mail, return receipt requested, to the addresses of the other party as stated in this section, and shall be deemed to have been received at the time of personal delivery or three (3) days after the deposit for mailing. Notices shall be sent to: If to Licensee: County of Orange Health Care Agency 405 West Fifth Street, Suite 203 Santa Ana, CA 92701