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Model A Agreement <br />To CVOC: Charitable Ventures of Orange County <br />1505 E. 17th Street, Suite 101 <br />Santa Ana, CA 92705 <br />Telephone: 714-647-0900 <br />Facsimile: 714.647-0901 <br />Electronic Mail: info@charitableventuresoc.org <br />A party may change its address by giving notice in writing to the other party. Thereafter, any <br />communication shall be addressed and transmitted to the new address. <br />If sent by mail, notice 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, and <br />addressed as set forth above. If sent by facsimile, communication shall be effective or deemed to <br />have been given twenty-four (24) hours after the time set forth on the transmission report issued <br />by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating <br />these time frames, weekends, and federal holidays shall be excluded. <br />9. Entire Agreement. This Agreement constitutes the only agreement, and supersedes all <br />prior agreements and understandings, both written and oral, among the parties with respect to the <br />subject matter hereof. All Exhibits hereto are a material part of this Agreement and are <br />incorporated by reference. This Agreement, including any Exhibits hereto, may not be amended or <br />modified, except in a writing signed by all parties to this Agreement. <br />10. Jurisdiction/Venue. This Agreement and all questions relating to its validity, <br />interpretation, performance, and enforcement shall be governed and construed in accordance with <br />the laws of the State of California, excluding its conflict of law provisions. Both parties further agree <br />that Orange County, California, shall be the venue for any action or proceeding that may be brought <br />or arise out of, in connection with or by reason of this Agreement. <br />11. Authority. Each undersigned represents and warrants by its signature that each has the <br />power, authority and right to bind their respective parties to each of the terms of this Agreement. <br />12. Miscellaneous provisions <br />a. Arbitration. All claims, disputes and other matters in question <br />between the parties to this Agreement arising out of or relating to this Agreement or the breach <br />thereof shall be decided by arbitration in accordance with the rules of the American Arbitration <br />Association unless the parties mutually agree otherwise. The decision and award rendered by the <br />arbitrators shall be final, and judgment may be entered upon it in accordance with applicable law in <br />any court having jurisdiction thereof <br />b. Attorney s' Fees. The prevailing party in any legal action to enforce <br />this Agreement shall be entitled to recover its costs and reasonable attorneys' fees in addition to <br />any other relief granted. <br />C. Severability. The provisions of this Agreement shall be deemed <br />severable and if any portion shall be held invalid, illegal or unenforceable for any reason, the <br />remainder of this Agreement shall be effective and binding upon the parties. <br />Exhibit 2 <br />55A-11