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EXHIBIT 1 <br />14. ASSIGNMENT <br />Inasmuch as this P2E 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 P2E Agreement shall be construed to limit the Contractor's ability to <br />have any of the services which are the subject to this P2E Agreement performed by Contractor <br />personnel or by other Subcontractors retained by Contractor. <br />15. TERMINATION <br />This P2E Agreement may be terminated by the Contractor upon thirty (30) days written <br />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 P2E Agreement. <br />16. WAIVER <br />No waiver of breach, failure of any condition, or any right or remedy contained in or <br />granted by the provisions of this P2E Agreement shall be effective unless it is in writing and <br />signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure <br />or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, <br />whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so <br />specifies. <br />17. JURISDICTION - VENUE <br />This P2E Agreement has been executed and delivered in the State of California and the <br />validity, interpretation, performance, and enforcement of any of the clauses of this P2E <br />Agreement shall be determined and governed by the laws of the State of California. Both parties <br />further agree that Orange County, California, shall be the venue for any action or proceeding that <br />may be brought or arise out of, in connection with or by reason of this P2E Agreement. <br />s <br />