SANTA ANA UNIFIED SCHOOL DISTRICT (23)

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conducted only in an appropriate court of competent jurisdiction located in the County of Orange, California. Section 7.2 Dispute Resolution. The Parties desire to quickly and cost-effectively resolve any disputes related to the interpretation or enforcement of this Agreement. Therefore, each Party shall make best efforts to resolve informally any such disputes. If the Parties are able to agree on the terms and procedures for mediation, the Parties may agree that the informal resolution attempts will include mediation of any such dispute. If, not less than thirty calendar days after first making informal attempts to resolve any such dispute, the informal attempts have been unsuccessful, (or, if the Parties have agreed to mediation, after termination or completion of mediation without resolution of the dispute) either Party may thereafter initiate litigation or other proceedings as deemed appropriate by such Party. Section 7.3 Attorneys' Fees. In connection with any and each claim, demand, action, mediation, arbitration, and other proceeding between or involving the Parties that arises from this Agreement and/or the Services, each Party shall be responsible for paying its own costs, including, without limitation, attorneys' fees and other legal costs and expenses, including, without limitation, collection expenses, expert witness fees, and court costs. Section 7.4 Termination for Cause. Either Party (as "Alleging Party") may terminate this Agreement, for cause, if the other Party (as "Defaulting Party") has defaulted on its obligations pursuant to this Agreement and has not cured that default within thirty days following notice from the Alleging Party that details the default in reasonable detail ("Notice of Default"). In the event a Defaulting Party has not timely cured a default within the applicable thirty -day period, the Alleging Party may thereafter provide a notice of termination to the Defaulting Party, and the termination shall be effective immediately upon receipt of the notice by the Defaulting Party. Section 7.5 District Termination for Convenience. Notwithstanding anything to the contrary, the District, at any time and without need for cause or reason, may terminate this Agreement, in whole or in part, by giving written notice of termination to the Partner, and such termination shall be effective immediately upon receipt of the notice by the Partner. PART 8. MISCELLANEOUS Section 8.1 Assignment. The Partner may not assign any of its rights pursuant to this Agreement or delegate any of its obligations pursuant to this Agreement absent the express written consent of the District, which consent the District may withhold, grant, or condition in its sole discretion. Section 8.2 Entire Agreement/Amendment. This Agreement sets forth the entire agreement of the Parties with respect to the matters addressed in this Agreement, and this Agreement supersedes and replaces any and all prior and contemporaneous discussions, understandings and agreements with respect to such matters. This Agreement may be amended or otherwise modified, in each case, only by a written instrument duly approved, signed, and delivered by both Parties. Section 8.3 Waiver. No waiver by a Party of any provision of this Agreement shall be binding or enforceable unless it is set forth in writing and has been duly approved and signed by the waiving Party. The failure of a Party to seek redress for violation of, or to insist upon, the strict performance of any term or condition of this Agreement, shall not be deemed a waiver by that Party of such term or District Agreement Number: 22/23-171 Page 10 005382.0128R�quested Department: Carver Elementary School 073334.2