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c. "Confidential Information" shall include all nonpublic information. Confidential <br />information includes not only written information, but also information transferred orally, <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 />XI. <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 />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 />XIII. INDEPENDENT CONTRACTOR <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 />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 />• ' 1 I <br />.� <br />