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XI. RECORDS/CONFIDENTIALITY <br />A. The parties, and any subcontractors, shall prepare and maintain any records required <br />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 this <br />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 />XII. SEVERABILITY <br />If a court of competent jurisdiction declares any provision of this Agreement or <br />application thereof to any person or circumstances to be invalid or if any provision of <br />this Agreement contravenes any federal, state or county statute, ordinance, or regulation, <br />the remaining provisions of this Agreement or the application thereof shall remain valid, <br />and the remaining provisions of this Agreement shall remain in full force and effect, and <br />to that extent the provisions of this Agreement are severable. <br />XIIL STATUS OF CONTRACTOR <br />Aids Services Foundation Orange County is, and at all times shall be deemed to be, <br />an independent contractor and shall be wholly responsible for the manner in which it <br />performs the services required by the terms of this Agreement. A.S. Foundation Orange <br />County is, and at all times shall be deemed to be, entirely responsible for compensating <br />staff and consultants employed by A.S. Foundation Orange County. This Agreement <br />shall not be construed as creating the relationship of employer and employee, or principal <br />and agent, between A.S. Foundation Orange County and Project Sponsor employees, <br />agents, or subcontractors. A.S. Foundation Orange County assumes exclusively the <br />responsibility for the acts of its employees, agents or subcontractors as they relate to the <br />services to be provided during the course and scope of their employment. A.S. <br />Foundation Orange County, its agents, employees, or subcontractors, shall not be entitled <br />to any rights or privileges of Project Sponsor employees and shall not be considered in <br />any manner to be Project Sponsor employees. <br />XIV. NON-ASSIGNABILITY AND DELEGATION <br />Contractor shall not assign any rights under this Agreement except upon written <br />authorization from Project Sponsor. <br />XV. TERM <br />The term of this Agreement shall commence July 1, 2013 and terminate June 30, <br />2014, unless terminated earlier as provided in this Agreement; provided, however, A.S. <br />7 <br />8OA-31