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14. NONDISCRIMINATION <br /> Neither party shall discriminate because of race, color, creed, religion, sex, marital status, <br /> sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by <br /> applicable law, in the recruitment, selection, training, utilization, promotion, termination or other <br /> employment related activities or any activities in connection with this Agreement. Each party <br /> affirms that it is an equal opportunity employer and shall comply with all applicable federal, state <br /> and local laws and regulations. <br /> 15. JURISDICTION—VENUE <br /> This Agreement has been executed and delivered in the State of California and the validity, <br /> interpretation, performance, and enforcement of any of the clauses of this Agreement shall be <br /> determined and governed by the laws of the State of California. Both parties further agree that <br /> Orange County,California, shall be the venue for any action or proceeding that may be brought or <br /> arise out of, in connection with or by reason of this Agreement. <br /> 16. PROFESSIONAL LICENSES <br /> Each party shall, throughout the term of this Agreement, maintain all necessary licenses, <br /> permits, approvals, waivers, and exemptions necessary hereunder and required by the laws and <br /> regulations of the United States, the State of California, the City of Santa Ana and all other <br /> governmental agencies. Each party shall notify the other party immediately and in writing of its <br /> inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said <br /> inability shall be cause for termination of this Agreement. <br /> 17. MISCELLANEOUS PROVISIONS <br /> a. Each undersigned represents and warrants that its signature below has the power, <br /> authority and right to bind their respective parties to each of the terms of this Agreement, and shall <br /> indemnify the other party fully, including reasonable costs and attorney's fees, for any injuries or <br /> damages incurred by either party in the event that such authority or power is not, in fact, held by <br /> the signatory or is withdrawn. <br /> b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set <br /> forth in the body of this Agreement. <br /> [signatures appear on following page] <br /> Page 7 of 8 <br />