CADY, CHERRILL 1 - 2011 - Laserfiche WebLink

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and conditions hereof, shall not bind or obligate Producer or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party that are not embodied herein. 12. NON - DISCRIMINATION Producer shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Producer affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 13. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that 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. TERMINATION This Agreement may be terminated by City upon ten (10) days written notice of termination. 15. BREACH Failure by Producer to perform the Scope of Work in a timely manner 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 Producer, 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 consultants retained by City. 17. COMPLIANCE WITH COPYRIGHT LAWS 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 Producer ensuring no violation of Artist Rights under any agreement, applicable law or regulation. 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.