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product with cryptographic functionalities which are subject to U.S. export controls under the Export Administration
<br />Regulations. Customer understands and acknowledges that the Encryption Software may not be exported without a
<br />license from the US Bureau of Export Administration in accordance with U.S. export control laws and regulations.
<br />Customer shall comply with all relevant export and encryption laws and regulations of the United States and shall not
<br />export or re -export the Encryption Software in violation of such regulations.
<br />11. ASSIGNMENT. Neither Party may assign this Agreement or any of its rights or obligations hereunder
<br />without the prior written consent of the other Party, which consent shall not be unreasonably withheld. Any attempted
<br />assignment without such prior written consent shall be void. Notwithstanding the foregoing, the Parties hereto may
<br />assign all or part of this Agreement immediately, without the prior written consent of the non- assigning Party (a) to
<br />any successor in interest to the assigning Party who expressly assumes responsibility for the assigning Party's
<br />obligations hereunder; or (b) if necessary to satisfy the rules, regulations and/or orders of any federal, state or local
<br />governmental agency or body. Any violation of the provisions of this Section 11 shall render this Agreement voidable
<br />at the option of the non - assigning Party.
<br />12. EQUAL EMPLOYMENT OPPORTUNITY DURING PERFORMANCE OF THIS AGREEMENT,
<br />MMC, FOR ITSELF, ITS ASSIGNEES AND SUCCESSORS IN INTEREST, AGREES AS FOLLOWS:
<br />12.1 Compliance With Regulations: MMC shall comply with the Executive Order 11246, "Equal Employment
<br />Opportunity" and labor regulations (41 C.F.R. Part 60), hereinafter referred to as the "Regulations."
<br />12.2 Nondiscrimination: MMC, with regard to any work performed pursuant to this Agreement, shall not
<br />discriminate on the ground of race, color, religion, sex, national origin, or veteran status in the selection and
<br />retention of employees, subcontractors, the procurements of materials or leases of equipment.
<br />12.3 Solicitation for Subcontractor, Including Procurements of Materials and Equipment: In all solicitations
<br />either by competitive bidding or negotiations made by MMC for work to be performed under any subcontract,
<br />including procurements of materials or equipment, such potential subcontractor or supplier shall be notified by
<br />MMC of MMC's obligation under this Agreement and the Regulations relative to nondiscrimination on the
<br />ground of race, color, religion, sex, national origins, or veteran status.
<br />12.4 Information and Reports: MMC shall provide all information and reports required by the Regulations, or
<br />orders and instructions issued pursuant thereto, and will permit access to its books, records, accounts, other
<br />sources of information and its facilities as may be determined by Customer to be pertinent to ascertain
<br />compliance with such Regulations, orders and instructions. Where any information required of MMC is in the
<br />exclusive possession of another who fails or refuses to furnish this information, MMC shall so certify to
<br />Customer and shall set forth what efforts it has made to obtain the information.
<br />12.5 Incorooration of Provisions: MMC shall include the provisions of paragraphs 12.1 through 12.4 in every
<br />subcontract issued pursuant to this Agreement. MMC shall take such action with respect to any Regulations,
<br />order or instructions issued pursuant thereto. MMC shall take such action with respect to any subcontract or
<br />procurement as Customer may direct as a means of enforcing such provisions, including sanctions for
<br />noncompliance; provided, however, in the event MMC becomes involved in or is threatened with litigation with a
<br />subcontractor or supplier as a result of such direction, MMC may request Customer to enter such litigation to
<br />protect the interests of Customer.
<br />13. MISCELLANEOUS.
<br />13.1 DISPUTE RESOLUTION. Any dispute relating to this Agreement shall be submitted to mediation
<br />prior to commencement of any legal proceedings. The venue for any legal proceedings shall be Orange County. 4r,—
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<br />13.2 Personnel. At any time, Customer may request removal or replacement of personnel assigned by MMC
<br />and MMC shall promptly replace such personnel. The time for any deliverables required or any increase in costs
<br />shall be adjusted to reflect any adverse impact resulting from the change in personnel.
<br />13.3 Gratuities, Gifts, Conflict of Interest. MMC shall, at all times, comply with any Customer policies
<br />regarding gifts, gratuities, or conflicts of interest. At no time shall MMC, an employee, agent, director, or contractor
<br />offer or accept any gift or gratuity with a value in excess of fifty dollars ($50), or such less amount as Customer may
<br />MMC Services Agreement Page 24
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