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1 <br />2 <br />3 <br />4 <br />5 <br />6 <br />7 <br />8 <br />9 <br />10 <br />11 <br />12 <br />13 <br />14 <br />15 <br />16 <br />17 <br />18 <br />19 <br />20 <br />21 <br />22 <br />23 <br />24 <br />25 <br />26 <br />(3) CONTRACTOR agrees that damages alone would be inadequate to compensate <br />COUNTY for breach of any term of these Intellectual Property provisions of paragraphs thirty <br />three (a) through thirty-three (i) by CONTRACTOR. CONTRACTOR acknowledges COUNTY <br />would suffer irreparable harm in the event of such breach and agrees COUNTY shall be <br />entitled to obtain equitable relief, including without limitation an injunction, from a court of <br />competent jurisdiction, without restriction or limitation of any other rights and remedies <br />available at law or in equity. <br />(i) Survival. The provisions set forth herein shall survive any termination or expiration of this <br />Agreement or any project schedule. <br />CORPORATE STATUS <br />34. All corporate CONTRACTORS shall be registered with the California Secretary of State and <br />shall be in good standing, without suspension by the California Secretary of State, Franchise Tax Board, <br />or Internal Revenue Service. Any change in corporate status or suspension shall be reported by <br />CONTRACTOR immediately in writing to DIRECTOR. <br />STANDARDS OF CONDUCT <br />35. (a) General Assurance. Every reasonable course of action will be taken by CONTRACTOR in <br />order to maintain the integrity of this expenditure of public funds and to avoid favoritism and questionable <br />or improper conduct. This Agreement will be administered in an impartial manner, free from efforts to gain <br />personal, financial or political gain. CONTRACTOR, its officers and employees, in administering this <br />Agreement, will avoid situations which give rise to a suggestion that any decision was influenced by <br />prejudice, bias, special interest or desire for personal gain. <br />(b) Employment of Former State Employees. CONTRACTOR will ensure that any of its <br />employees who were formerly employed by the State of California or the County of Orange, in a position <br />that could have enabled such individuals to impact policy regarding or implementation of programs <br />covered by this Agreement, will not be assigned to any part or phase of the activities conducted pursuant <br />to this Agreement for a period of not less than two (2) years following the termination of such employment. <br />WIA COST REIMBURSEMENT CONTRACT- REV. 8-15-07 31 <br />20D-33 <br />