ORANGE, COUNTY OF, HEALTH CARE AGENCY - 2014

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c. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and /or agent of the other party is covered by this Agreement. XI. JURISDICTION /VENUE This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be governed and construed in accordance with the laws of the State of California. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. XII. SEVERABILITY If a court of competent jurisdiction declares any provision of this Agreement or application thereof to any person or circumstances to be invalid or if any provision of this Agreement contravenes any Federal, State, or County statute, ordinance, or regulation, the remaining provisions of this Agreement or the application thereof shall remain valid, and the remaining provisions of this Agreement shall remain in full force and effect, and to that extent the provisions of this Agreement are severable. XIII. INDEPENDENT CONTRACTOR County is, and shall at all times be deemed to be, an independent contractor and shall be wholly responsible for the manner in which it performs the services required of it by the terms of this Agreement. County is entirely responsible for compensating staff and consultants employed by County. This Agreement shall not be construed as creating the relationship of employer and employee, or principal and agent, between County and City or any of County's employees, agents, or subcontractors, or principal and agent, between County and City or any of County's employees,. County assumes exclusively the responsibility for the acts of its employees, agents or subcontractors as they relate to the services to be provided during the course and scope of their employment. County, its agents, employees, or subcontractors, shall not be entitled to any rights or privileges of City employees and shall not be considered in any manner to be City employees. XIV. TERM The term of this Agreement shall commence and terminate as specified herein, unless otherwise sooner terminated as provided in this Agreement; provided, however, County shall be obligated to perform such duties as would normally extend beyond this term, including but not limited to, obligations with respect to indemnification, audits, reporting and accounting.