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<br /> <br /> <br /> <br /> <br /> <br /> <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 /> XL JURISDICTION/VENUE <br /> <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 /> <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 this <br /> Agreement contravenes any Federal, State, or County statute, ordinance, or regulation, the <br /> remaining provisions of this Agreement or the application thereof shall remain valid, and the <br /> remaining provisions of this Agreement shall remain in full force and effect, and to that <br /> extent the provisions of this Agreement are severable. <br /> <br /> XIII. INDEPENDENT CONTRACTOR <br /> <br /> County is, and shall at all times be deemed to be, an independent contractor and shall <br /> be wholly responsible for the manner in which it performs the services required of it by the <br /> terms of this Agreement. County is entirely responsible for compensating staff and <br /> consultants employed by County. This Agreement shall not be construed as creating the <br /> relationship of employer and employee, or principal and agent, between County and City or <br /> any of County's employees, agents, or subcontractors, or principal and agent, between <br /> County and City or any of County's employees,. 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. County, its agents, <br /> employees, or subcontractors, shall not be entitled to any rights or privileges of City <br /> employees and shall not be considered in any manner to be City employees. <br /> XIV. TERM <br /> <br /> The term of this Agreement shall commence and terminate as specified herein, unless <br /> otherwise sooner terminated as provided in this Agreement; provided, however, County shall <br /> be obligated to perform such duties as would normally extend beyond this term, including <br /> but not limited to, obligations with respect to indemnification, audits, reporting and <br /> accounting. <br /> <br /> <br /> <br /> <br /> 7 <br />