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<br /> <br /> <br /> <br /> <br /> <br /> XI. RECORDS/CONFIDENTIALITY <br /> <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 /> <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 /> <br /> XII. SEVERABILITY <br /> <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 /> XIII. STATUS OF CONTRACTOR <br /> <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 /> <br /> XIV. NON-ASSIGNABILITY AND DELEGATION <br /> <br /> Contractor shall not assign any rights under this Agreement except upon written <br /> authorization from Project Sponsor. <br /> XV. TERM <br /> <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 /> <br /> <br /> 7 <br />