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