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11. EXCLUSIVTI'Y AND AMENDMENT
<br />This Agreement represents the complete and exclusive statement between the Agency
<br />and Attorneys, and supersedes any and all other agreements, oral or written, between the parties.
<br />In the event of a conflict between the terms of this Agreement and any attachments hereto, the
<br />terms of this Agreement shall prevail. This Agreement may not be modified except by written
<br />instrument signed by the Agency and by an authorized representative of Attorneys. The parties
<br />agree that any terms or conditions of any purchase order or other instrument that are inconsistent
<br />with, or in addition to, the terms and conditions hereof, shall not bind or obligate Attorneys nor
<br />the Agency. Each party to this Agreement acknowledges that no representations, inducements,
<br />promises or agreements, orally or otherwise, have been made by any party, or anyone acting on
<br />behalf of any party, which are not embodied herein.
<br />12. ASSIGNMENT
<br />Inasmuch as this Agreement is intended to secure the specialized services of Attorneys,
<br />Attorneys may not assign, transfer, delegate, or subcontract any interest herein without the prior
<br />written consent of the Agency and any such assignment, transfer, delegation or subcontract
<br />without the Agency's prior written consent shall be considered null and void. Nothing in this
<br />Agreement shall be construed to limit the Agency's ability to have any of the services which are
<br />the subject of this Agreement performed by Agency personnel or by other Attorneys retained by
<br />Agency.
<br />13. TERMINATION
<br />This Agreement may be terminated by Agency at any time. In such event, Attorneys shall
<br />be entitled to receive and the Agency shall pay Attorneys compensation for all services performed
<br />by Attorneys prior to receipt of such notice of termination. As a condition of such payment,
<br />Attorneys shall deliver to the Agency all files and records generated under this Agreement as of
<br />such date.
<br />Attorneys may terminate this agreement, subject to their obligation to provide reasonable
<br />notice to arrange alternative representation. In such case, Agency agrees to secure new counsel as
<br />quickly as possible and to cooperate fully in the substitution of the new counsel as counsel of record
<br />in any litigation in which Attorneys may be involved.
<br />14. DISCRIMINATION
<br />Attorneys shall not discriminate because of race, color, creed, religion, sex, marital status,
<br />sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by
<br />applicable law, in the recmitment, selection, training, utilization, promotion, termination or other
<br />employment related activities. Attorneys affirm that it is an equal opportunity employer and shall
<br />comply with all applicable federal, state and local laws and regulations.
<br />15. NRISDICTION -VENUE
<br />This Agreement has been executed and delivered in the State of California and the
<br />validity, interpretation, performance, and enforcement of any of the clauses of this Agreement
<br />shall be determined and governed by the laws of the State of California. Both parties further
<br />agree that Orange County, California, shall be the venue for any action or proceeding that may
<br />be brought or arise out of, in connection with or by reason of this Agreement.
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