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8. EXCLUSIVITY AND AMENDMENT This Consulting Agreement together with the License Agreement represent the complete and exclusive agreement between the City and Consultant, and supersede any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and The License Agreement, the terms of the License Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to these Agreements, shall not bind or obligate Consultant nor the City. Each party to these Agreements acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalfofany party, which are not embodied in these Agreements. 9. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent ofthe City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. 10. TERMINATION This Agreement may be terminated by the City according to the terms of the License Agreement. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following condition: Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 12. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 13. JURISDICTION - VENUE This Agreement has been executed and delivered in Orange County, California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason ofthis Agreement. 4