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<br />19. Time is of the Essence. Time is of the essence, and XONOVIA shall provide its <br />services in a timely fashion. <br /> <br />20. Governing Law; Venue, This agreement shall be governed by and construed and <br />enforced in accordance with the laws of the State of California as it applies to a contract <br />made and performed in such state, regardless of the place of execution or performance. <br />Any action brought by either party hereunder may only be brought in any state court in <br />California. <br /> <br />21. Non - Solicitation Provision. <br />COSA agrees not to hire directly the employees or consultants of XONOVIA who is/are <br />providing services for COSA under this Agreement, during the term of this Agreement or for <br />a term of one (1) year from the later of (i) the date of termination of this Agreement, or (ii) <br />the last service provided to COSA by XONOVIA. XONOVIA agrees that it will not hire, <br />directly or indirectly for itself or another party the services of Clients to which XONOVIA has <br />been introduced or has received information about through COSA or through any client <br />for which XONOVIA has performed services under this Agreement.. during the term of this <br />Agreement or for a term of one (1) year from the later of (i) the date of termination of this <br />Agreement, or (ii) the last service provided to COSA by XONOVIA. <br /> <br />22. Entire Agreement; Modification. This agreement is the complete and exclusive <br />statement of the agreement between XONOVIA and customer and supercedes all prior <br />and contemporaneous negotiations, discussions, proposals and understandings, oral, <br />written or implied, including those involving an agent of either party, relating to the subject <br />matter herein. NO representations or statements made by either party or either party's <br />agents not expressly stated herein are binding on either party. The terms of this agreement <br />may only be modified, expanded or added to by a written agreement executed by the <br />parties. No oral communication between the parties or their agents before or after <br />execution of this agreement shall be binding upon either party unless the parties expressly <br />agree in writing to the terms of such communication. <br /> <br />IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be <br />executed in duplicate by its duly authorized officer or representative. <br /> <br />XONOVIA TECHNOLOGIES LLC <br /> <br />:AOYKA~ <br />Title: ~'r/-.t ~ <br />Date: ---J.J /,?:-U ) , 20 A <br /> <br />CUSTOMER <br />(CITY OF SANTA ANA) <br /> <br />~~ <br />Title: ~+. c.;~ ~ <br />Date: \ 2 - 't -~ ,200& <br /> <br />APPROVED AS TO FORM: <br /> <br />,;;J A; ,/((-fY~{'4 <br />/,y f'OSEPH W. FLETCHER .. <br />City Attorney <br /> <br />(4 '. JL // <br />"Amm~~ l\/Q <br /> <br />Clerk of the Council <br />