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12. Non -Discrimination Licensee 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. Licensee affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 13. Conflict of Interest Licensee covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of this License Agreement specified herein. 14. Exclusivity and Amendment This Agreement, along with all of the Attachments, which are attached hereto and incorporated herein, constitute the entire agreement and understanding between Licensor and Licensee respecting the License Area, the licensing of the License Area to Licensee, or the License Term herein specified, and correctly sets forth the obligations of Licensor and Licensee to each other as of its date. Any agreements or representations respecting the License Area or their licensing between the parties not expressly set forth in this instrument are null and void. This Agreement or any part of it may not be changed, altered, modified, limited or extended orally or by any Agre such Areemenement between the parties, unless Agreement is expressed in writing, signed and acknowledged by Licensor and Licensee, or their successors in interest. 15. General provisions (a) Captions used in this Agreement are for ease of reference only and shall not affect the construction or interpretation of this Agreement. (b) This Agreement has been executed and delivered in the State of 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 of this Agreement. (c) Should any provision of this Agreement be held by a court of competent jurisdiction to be either invalid, void, or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect unimpaired by the holding, so long as the reasonable expectations of the parties hereto are not materially impaired.