ORANGE, COUNTY OF (OC COMMUNITY RESOURCES) (2)

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Docuslgn Envelope ID:3E4F6E0C-EB27-4F7C-B2B2-44156526D6C8 8. Patent/Copyright Materials/Proprietary Infringement: Unless otherwise expressly provided in this Contract, Subrecipient shall be solely responsible for clearing the right to use any patented or copyrighted materials in the performance of this Contract. Subrecipient warrants that any software as modified through services provided hereunder will not infringe upon or violate any patent,proprietary right,or trade secret right of any third party. Subrecipient agrees that,in accordance with the more specific requirement contained in the Insurance and Indemnification section, it shall indemnify,defend and hold County and County Indemnitees harmless from any and all such claims and be responsible for payment of all costs, damages, penalties and expenses related to or arising from such claim(s), including, costs and expenses but not including attorney's fees. 9. Assignment: The terms, covenants, and conditions contained herein shall apply to and bind the heirs, successors, executors,administrators and assigns of the parties. Furthermore,neither the performance of this Contract nor any portion thereof may be assigned by Subrecipient without the express written consent of County. Any attempt by Subrecipient to assign the performance or any portion thereof of this Contract without the express written consent of County shall be invalid and shall constitute a breach of this Contract. 10. Non-Discrimination: In the performance of this Contract,Subrecipient agrees that it will comply with the requirements of Section 1735 of the California Labor Code and not engage nor permit any subcontractors to engage in discrimination in employment of persons because of the race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, or sex of such persons. Subrecipient acknowledges that a violation of this provision shall subject Subrecipient to penalties pursuant to Section 1741 of the California Labor Code. 11. Termination: In addition to any other remedies or rights it may have by law,County has the right to immediately terminate this Contract without penalty, cost, expense or liability of any kind for cause("Termination for Cause", as defined below), or (2) after 30 days' written notice without cause. Exercise by County of its right to terminate the Contract for cause or without cause shall relieve County of all further compensation, obligation, cost, expense or liability of any kind. 1. Termination for Cause: Termination for Cause shall mean the County's termination of the Contract in the event of: A. A violation of the law or failure to comply in a timely manner with any condition of this Contract; B. Inadequate program performance; C. Failure to comply with reporting requirements; D. Evidence that Subrecipient is in such an unsatisfactory financial condition,as determined by County, as to endanger performance of this Contract, including the loss of other funding sources; E. Delinquency in payment of taxes or the costs of performance of this Contract in the ordinary course of business;Appointment of a trustee,receiver or liquidator for all or a substantial part of County of Orange MA-012-25010267 Page 6 of 54 OC Community Resources Regional Workforce Consulting Services