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32GOVERNING LAW AND JURISDICTION
<br />32.1 The formation, existence, construction, performance, validity and all aspects whatsoever of
<br />this Agreement or of any term of this Agreement will be governed by the laws of the State of
<br />California.
<br />32.2The courts of Orange County will have non-exclusive jurisdiction to settle any disputes which
<br />may arise out of or in connection with this Agreement. The parties irrevocably agree to submit
<br />to that jurisdiction except that either party may seek injunctive relief in any court of competent
<br />jurisdiction.
<br />33 MERGER AND MODIFICATION
<br />This Agreement, including the attached documents, constitutes the entire agreement
<br />between the parties. There are no understandings, agreements, or representations, oral
<br />or written, not specified within this Agreement. This Agreement may not be modified,
<br />supplemented, or amended, in any manner, except by written agreement signed by both
<br />parties.
<br />34 NONDISCRIMINATION AND COMPLIANCE WITH LAWS
<br />Supplier agrees to comply with all applicable laws, rules, regulations, and policies, including
<br />those relating to nondiscrimination, accessibility, and civil rights. Supplier agrees to timely file
<br />all required reports, make required payroll deductions, and timely pay all taxes and premiums
<br />owed, including sales and use taxes and unemployment compensation and workers'
<br />compensation premiums. Supplier shall have and keep current at all times during the term of
<br />this Agreement all licenses and permits required by law.
<br />35 INSURANCE
<br />35.1 Supplier shall procure and maintain for the duration of the contract, insurance
<br />against claims for security breaches, system failures, injuries - to persons,
<br />damages to software, and or damages to property (including computer
<br />equipment) which may arise from or in connection with the performance of the
<br />work hereunder by the Supplier, its agents, representatives, or employees.
<br />Supplier shall procure and maintain for the duration ofthe contract insurance claims
<br />arising out of their services and including, but not limited to loss, damage, theft or
<br />other misuseof data, infringement of intellectual property, invasion of privacy and
<br />breach of data.
<br />35.2 Commercial General Liability (CGL): Supplier shall have CGL coverage
<br />evidenced by Insurance Services Office Form CG 00 01 covering CGL on an
<br />"occurrence" basis, including products and completed operations, property
<br />damage, bodily injury and personal & advertising injury with limits no less than
<br />$1,000,000 per occurrence. If a general aggregate limit applies, either the
<br />generalaggregate limit shall apply separately to this project (ISO CG 25 03 or 25
<br />04) or the general aggregate limit shall be twice the required occurrence limit
<br />($2,000,000).
<br />35.3 Workers' Compensation insurance as required by the State of California,
<br />withStatutory Limits, and Employer's Liability Insurance with limit of no less than
<br />$1,000,000 per accident for bodily injury or disease.
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