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To Partner: Raising Cane's Restaurants, LLC
<br /> Attn: Sarah Mattel,Area Leader of Marketing
<br /> 2250 17" St.
<br /> Santa Ana, CA 92705
<br /> A party may change its address by giving notice in writing to the other party. Thereafter, any
<br /> communication shall be addressed and transmitted to the new address. If sent by mail,communication
<br /> shall be effective or deemed to have been given three(3)days after it has been deposited in the United
<br /> States mail,duly registered or certified,with postage prepaid,and addressed as set forth above. If sent
<br /> by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after
<br /> the time set.forth on the transmission report issued by the transmitting facsimile machine,addressed as
<br /> set forth above. For purposes of calculating these time frames,weekends,federal,state,County or City
<br /> holidays shall be excluded.
<br /> It. EXCLUSIVITY AND AMU,NDIWENT
<br /> This Agreement represents the complete and exclusive statement between the City and Partner
<br /> regarding the subject matter herein, and supersedes any and all other agreements, oral or written,
<br /> between the parties. In the event of a conflict between the terms of this Agreement and any attachments
<br /> hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by
<br /> written instrument signed by the City and by an authorized representative of Partner. The parties agree
<br /> that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in
<br /> addition to, the terms and conditions hereof, shall not bind or obligate Partner or the City. Each party
<br /> to this Agreement acknowledges that no representations, inducements, promises or agreements,orally
<br /> or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not
<br /> embodied herein,
<br /> 12. ASSIGNMENT
<br /> In as much as this Agreement is intended to secure the specialized services of Partner, Partner
<br /> may not assign, transfer,delegate, or subcontract any interest herein without the prior written consent
<br /> of the City and any such assignment,transfer,delegation or subcontract without the City's prior written
<br /> consent shall be considered null and void, Nothing in this Agreement shall be construed to limit the
<br /> City's ability to have any of the services which are the subject to this Agreement performed by City
<br /> personnel or by other partners retained by City.
<br /> 13. CANCELLLATION OR T.EI K NATION
<br /> a. If, because of war, fire:, strike, civil strife, government regulation, natural catastrophe, an
<br /> act of terrorism or public enemy, an act of God, or any reason beyond the reasonable control of City,
<br /> the Event or any part thereof is prevented from being held or is cancelled by City, City, in its sole
<br /> discretion, shall determine and refund to the; Partner its proportionate share of the balance of the
<br /> aggregate partner fees received that remain after deducting actual expenses incurred by City. In no
<br /> case shall the amount of the refund to the Partner exceed the amount of the fee paid. City reserves the
<br /> right to cancel any portion of the Event as it deems necessary and
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