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To County: County of Orange <br />Health Care Agency <br />Contract Development and Management <br />405 West 5`h Street, 6th Floor <br />Santa Ana, CA 92701 <br />A party may change its address by giving notice in writing to the other party. Thereafter, any <br />notice, tender, demand, delivery, or other communication shall be addressed and transmitted <br />to the new address. If sent by mail, any notice, tender, demand, delivery, or other <br />communication shall be effective or deemed to have been given three (3) days after it has <br />been deposited in the United States mail, duly registered or certified, with postage prepaid, <br />and addressed as set forth above. If sent by telefacsimile, any notice, tender, demand, <br />delivery, or other communication shall be effective or deemed to have been given twenty- <br />four (24) hours after the time set forth on the transmission report issued by the transmitting <br />facsimile machine, addressed as set forth above. For purposes of calculating these time <br />frames, weekends, federal, state, County or City holidays shall be excluded. <br />X. RECORDS/CONFIDENTIALITY <br />a. The parties, and any subcontractors, shall prepare and maintain any records <br />required by laws, regulations and procedures applicable to their responsibilities under this <br />Agreement. <br />b. The parties agree to maintain the confidentiality of any records which pertain to <br />this Agreement in accordance with applicable state and federal laws and regulations. <br />Financial records related to this Agreement shall be maintained for two (2) years after <br />termination of this Agreement. <br />c. "Confidential Information" shall include all nonpublic information. Confidential <br />information includes not only written information, but also information transferred orally, <br />visually, electronically, or by other means. Confidential information disclosed to either party <br />by any subsidiary and/or agent of the other party is covered by this Agreement. <br />XI. JURISDICTIONNENUE <br />This Agreement and all questions relating to its validity, interpretation, performance, and <br />enforcement shall be governed and construed in accordance with the laws of the State of <br />California. This Agreement has been executed and delivered in the State of California and <br />the validity, interpretation, performance, and enforcement of any of the clauses of this <br />Agreement shall be determined and governed by the laws of the State of California. Both <br />parties further agree that Orange County, California, shall be the venue for any action or <br />proceeding that may be brought or arise out of, in connection with or by reason of this <br />Agreement. <br />6