SANTA ANA UNIFIED SCHOOL DISTRICT (26)

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PART 7. DISPUTE RESOLUTION AND TERMINATION Section 7.1 Governing Law. Notwithstanding any conflict-of-laws, choice of law, or other provision in any federal,state, or local law or other governmental requirement,this Agreement shall be governed by and interpreted in accordance with the laws of the State of California. Each and every claim, demand, action and other proceeding that arises from this Agreement shall be initiated and 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 Termination for Convenience. Notwithstanding anything to the contrary, either Party ("Terminating Party"), 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 other Party ("Non- terminating Party"),and such termination shall be effective immediately upon receipt of the notice by the Non-terminating Party. 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 District Agreement Number:24/25-072 Page 10 Requested Department:Multiple Sites