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10. GOVERNING LAW <br />This License shall be governed by and construed in accordance with the laws of the <br />State of California. <br />11. ENTIRE AGREEMENT <br />This License, together with all attachments hereto, constitutes the entire <br />understanding and agreement of the parties. It supersedes any and all other agreements <br />either oral or in writing between the parties hereto with respect to the terms set forth in this <br />License and contains all the covenants and agreements between the parties with respect <br />thereto. Each party to this License acknowledges that no representation, inducements, <br />promises or agreements, orally or otherwise, have been made by any party, or anyone <br />acting on behalf of any party, with respect to such services, which are not embodied herein, <br />and that no amendment hereto shall be effective unless set forth in writing, approved by the <br />Licensor and Licensee. <br />12. INDEPENDENT CONTRACTOR <br />It is understood and agreed that Licensee, in the performance of this License, will be <br />acting in a wholly independent capacity and not as agent, employee, partner, or joint venture <br />of the Licensor. This License does not create a tenancy of any nature whatsoever between <br />the Licensor and Licensee. <br />13. ASSIGNMENT BY LICENSEE PROHIBITED <br />In no event shall Licensee assign or transfer any of the rights conferred herein <br />without the prior express written consent of the Licensor. <br />14. ATTORNEY FEES AND COSTS <br />In the event that any action is instituted to enforce payment or performance under <br />this Agreement, or otherwise in connection with this Agreement, the parties agree that the <br />prevailing party shall be reimbursed by the other party for all costs and attorneys' fees <br />incurred by the prevailing party in such action. <br />15. CONFLICT OF INTEREST <br />No member, official or employee of the City shall have any personal interest, direct <br />or indirect, in this Agreement, nor shall any member, official or employee participate in any <br />decision relating to this Agreement which affects his /her personal interests or the interests of <br />any corporation, partnership or association in which he /she is directly or indirectly interested. <br />> <br />The parties have executed this personal, non - exclusive, revocable License Agreement as of <br />the date and year first written above. <br />4 <br />