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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. 14. CONFLICT OF INTEREST CLAUSE Event Producer covenants that it presently has no interests and shall not have interests, direct or indirect, who would conflict in any manner with performance of services specified under this Agreement. 15. BREACH Inasmuch as this Agreement is intended to secure the specialized services of the Event Producer, failure by Event Producer to perform the Scope of Work shall be considered a material breach of this agreement. The City shall be entitled to all legal and equitable remedies including but not limited to incidental and consequential damages. 16. NON-ASSIGNABILITY Inasmuch as this Agreement is intended to secure the specialized services of Event Producer, Event Producer may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Event Producers retained by City. 17. COMPLIANCE WITH COPYRIGHT LAWS Event Producer understands that the songs used by its performers may be copywritten music pursuant to federal law, and, if so, that the Artist may have certain rights relative thereto. This Agreement is explicitly made subject to the artist rights under any such agreement and any applicable law or regulation, if any. To the extent that there is a conflict between any such agreement, applicable law or regulation and this Agreement, the terms of such, applicable law or regulation shall prevail. Event Producer shall defend, indemnify and save harmless City, its officers, agents, volunteers and employees, against any and all damages from any and all claims, demands, suits, actions, or proceedings of any kind of nature, including, but not by way of limitation, violations of federal copyright laws and/or regulations or by any one whomsoever, in any way resulting from or arising out of Event Producer's acts or omissions in connection with this Agreement, including acts or omissions of subcontractors and acts or omissions of employees or agents of Event Producer or its subcontractors. 18. LICENSES Event Producer shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Event Producer shall notify the City immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 8