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<br />12. NON-DISCRIMINATION
<br /> Subcontractor shall not discriminate because of race, color, creed, religion, sex, marital
<br />status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic
<br />information, or military and veteran status, age, national origin, ancestry, or disability, as defined
<br />and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion,
<br />termination or other employment related activities or any services provided under this CA4All
<br />Agreement. Subcontractor affirms that it is an equal opportunity employer and shall comply with
<br />all applicable federal, state and local laws and regulations.
<br />13. EXCLUSIVITY AND AMENDMENT
<br />This CA4All Agreement and the State CA4All 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 CA4All Agreement and the State CA4All Agreement, the terms of the State CA4All
<br />Agreement shall prevail. This CA4All 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 CA4All 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 CA4All 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 CA4All Agreement shall be construed to limit the Contractor’s ability
<br />to have any of the services which are the subject to this CA4All Agreement performed by
<br />Contractor personnel or by other Subcontractors retained by Contractor.
<br />15. TERMINATION
<br />This CA4All 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 />EXHIBIT 1
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