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NO AUTHORITY TO BIND CLIENT <br />IC has no authority to enter into any contracts or agreements on behalf of ONE OC without prior <br />approval of ONE OC_ Any such action is void_ <br />DECLARATION BY INDEPENDENT CONTRACTOR <br />IC declares that IC has complied with all federal, state and local laws regarding business permits, <br />licenses, and applicable employment requirements to carry out the work to be performed under <br />this agreement. <br />HOW NOTICES ARE GIVEN <br />Any notice given in connection with this agreement shall be in writing and shall be delivered <br />either by hand, electronically or by certified mail, return receipt requested, to the party at the <br />party's address herein. Any party may change its address stated herein by giving notice of the <br />change accordingly. <br />ASSIGNABILITY <br />This agreement shall not be assigned, in whole or part, by IC without the prior written approval <br />and consent of ONE OC. <br />CHOICE OF LAW <br />Any dispute under this agreement or related to this agreement shall be decided in accordance <br />with the laws of the State of California. Jurisdiction shall vest in Orange County, California. <br />ENTIRE AGREEMENT <br />This is the entire agreement of the parties. No other agreement or promise binding unless it is in <br />writing and signed by all parties. This agreement can only be changed or modified in writing <br />signed by all parties. <br />SEVERABILITY <br />If any part of this agreement is held to be void, voidable or otherwise unenforceable by court of <br />competent jurisdiction, the remainder will nevertheless remain in full force and effect. <br />AMENDMENTS <br />This agreement may be supplemental, amended or revised only by a written agreement signed by <br />both parties. <br />INDEMNITY <br />IC shall defend, indemnify and hold ONE OC harmless from any and all claims, costs, expenses <br />or other liability, known or unknown, as a result of any actions or conduct of IC, its employees, <br />agents, assigns or subcontractors relating to this agreement. This duty to indemnify and defend <br />shall survive the termination of this agreement. <br />INSURANCE <br />IC shall maintain in full force and affect all applicable insurance, including liability coverage, in <br />a minimum amount of $1,000,000 during the term of this agreement naming ONE OC and <br />NuPAC as an additional named insured. <br />31Pa,,,=e <br />