UNIVERSITY OF CALIFORNIA IRVINE(UCI), DEPARTMENT OF PEDIATRICS

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DocuSlgn Envelope ID: A9C16B19-BAOC-4CCC-B7E7-E145FF8604EA prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. UCI affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 12. ENTIRE AGREEMENT; TEMINATION OF MOU This Agreement represents the entire understanding and agreement between the City and UCI with respect to the subject matter hereof and supersedes any and all other agreements, arrangements, and understandings, whether oral or written, between the parties relating to the subject matter hereof. No representation, inducement, promise or agreement, whether oral or written, has been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 1. 13. CONFLICTS; AMENDMENTS In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of UCI. The parties agree that any amendment to this Agreement shall be made in writing and mutually agreed upon between the parties. 14. ASSIGNMENT Neither party may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the other party and any such assignment, transfer, delegation or subcontract without the other party's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel. 15. TERMINATION This Agreement shall terminate upon the termination of the Master Agreement between UCI and SSA. This Agreement may otherwise be terminated with or without cause at any time by either party upon thirty (30) days prior written notice of termination. In any event, UCI shall be entitled to receive, and the City shall pay UCI compensation for all services performed by UCI up to the date oftermination. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, faihire or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. JURISDICTION — VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree 7 UCI Peds Dept— Agreement for Evidence Collection services for Child Abuse victims— Eff. 07-01-2021