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Agreement, in whole or in part, without the consent of CITY to any corporation or entity
<br />into which or with which CONSULTANT has merged or consolidated; any parent,
<br />subsidiary, successor or affiliated corporation of CONSULTANT; or any corporation or
<br />entity which acquires all or substantially all of the assets of CONSULTANT. Subject to the
<br />foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and
<br />their successors or assigns.
<br />3-12. Ownership of Documents: Except for CONSULTANT'S preexisting proprietary
<br />information and processes, any and all documents, including draft documents where
<br />completed documents are unavailable, or materials prepared or caused to be prepared by
<br />CONSULTANT pursuant to this agreement shall be the property of the CITY at the
<br />moment of their completed preparation.
<br />3-13. Intellectual Property Rights: The entire right, title and interest in and to
<br />CONSULTANT'S database and all copyrights, patents, trade secrets, trademarks, trade
<br />names, and all other intellectual property rights associated with any and all ideas,
<br />concepts, techniques, inventions, processes, or works of authorship including, but not
<br />limited to, all materials in written or other tangible form developed or created in the course
<br />of this Agreement (collectively, the "Work Product") shall vest exclusively in
<br />CONSULTANT or its subcontractors. The foregoing notwithstanding, in no event shall
<br />any CITY -owned data provided to CONSULTANT be deemed included within the Work
<br />Product.
<br />3-14. Discrimination: CONSULTANT shall not discriminate because of race, color,
<br />creed, religion, sex, marital status, sexual orientation, gender identity, gender expression,
<br />gender, medical conditions, genetic information, or military and veteran status, age,
<br />national origin, ancestry, or disability, as defined and prohibited by applicable law, in the
<br />recruitment, selection, training, utilization, promotion, termination or other employment
<br />related activities. CONSULTANT affirms that it is an equal opportunity employer and shall
<br />comply with all applicable federal, state and local laws and regulations.
<br />3-15. Jurisdiction — Venue: This Agreement has been executed and delivered in the
<br />State of California and the validity, interpretation, performance, and enforcement of any of
<br />the clauses of this Agreement shall be determined and governed by the laws of the State
<br />of California. Both parties further agree that Orange County, California, shall be the venue
<br />for any action or proceeding that may be brought or arise out of, in connection with or by
<br />reason of this Agreement.
<br />3-16. Professional Licenses: CONSULTANT shall, throughout the term of this
<br />Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions
<br />necessary for the provision of the services hereunder and required by the laws and
<br />regulations of the United States, the State of California, the CITY of Santa Ana and all
<br />other governmental agencies. CONSULTANT shall notify the CITY immediately and in
<br />writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and
<br />exemptions. Said inability shall be cause for termination of this Agreement.
<br />3-17. Public Release and Statements: Neither party or its representatives or agents
<br />shall disseminate any oral or written advertisement, endorsement or other marketing
<br />material relating to each other's activities under this Agreement without the prior written
<br />approval of the other party. CONSULTANT shall not make any public release or statement
<br />concerning the subject matter of this Agreement without the express written consent and
<br />approval of City . No party or its agent will use the name, mark or logo of the other party
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