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8. TERMINATION <br />This MOU may be terminated by either party upon thirty (30) days written notice of <br />termination. Upon Termination by County, City will: <br />a) Place no further orders for equipment or installation; <br />b) Terminate all orders and subcontracts; <br />c) With the approval of the County, settle all outstanding liabilities and <br />claims arising out of such termination of orders and subcontracts; <br />Except as provided in this section, upon termination, City will have no further <br />obligation to County pursuant to this MOU. The County shall cause payments to be <br />made to City within thirty (30) days of termination for all outstanding invoices submitted <br />to the County prior to the effective date of termination, as well as for other costs incurred <br />prior to, or as a result of, the termination, including, without limitation all cancellation or <br />restocking fees resulting from the cancellation or return of Sentry products or services, <br />ordered by City prior to the effective date of termination. <br />9. JURISDICTION -VENUE <br />This MOU has been executed and delivered in the State of California and <br />the validity, interpretation, performance, and enforcement of any of the clauses of this <br />MOU shall be determined and governed by the laws of the State of California. All parties <br />further agree that Orange County, California, shall be the venue for any action or <br />proceeding that may be brought or arise out of, in connection with or by reason of this <br />MOU. <br />10. MISCELLANEOUS PROVISIONS <br />a. Each undersigned represents and warrants that its signature hereinbelow has <br />the power, authority and right to bind its respective parties to each of the terms of this <br />MOU,and shall indemnify the other party fully, including reasonable costs and attorney's <br />fees, for any injuries or damages to those parties in the event that such authority or power is <br />not, in fact, held by the signatory or is withdrawn. <br />b. All Exhibits referenced herein and attached hereto shall be incorporated as if <br />fully set forth in the body of this MOU. <br />// <br />// <br />// <br />5 <br />