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C. The WORK Center and the Worksite agree as follows:
<br />1. The WORK Center agrees to and shall indemnify and hold harmless the Worksite, its officers, agents,
<br />employees, consultants, special counsel, and representatives from liability for personal injury, damages, just
<br />compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and
<br />claims for property damage, which may arise from the WORK Center's own negligence, recklessness or willful
<br />misconduct or that of its contractors, subcontractors, agents, employees, or other persons acting on its behalf which
<br />relates to the WORK Center's services, duties or obligations described in this MOU. The WORK Center farther agrees
<br />to indemnify, hold harmless, and pay all costs for the defense of the Worksite, including fees and costs for special
<br />counsel to be selected by the Worksite, regarding any action by a third party asserting that personal injury, damages,
<br />just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the
<br />terms of, or effects arising from this MOU.
<br />2. The Worksite agrees to and shall indemnify and hold harmless the WORK Center, its officers, agents,
<br />employees, consultants, special counsel, and representatives from liability for personal injury, damages, just
<br />compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and
<br />claims for property damage, which may arise from the Worksite's own negligence, recklessness or willful misconduct
<br />or that of its contractors, subcontractors, agents, employees, or other persons acting on its behalf which relates to the
<br />Worksite's services, duties or obligations described in this MOU. The Worksite further agrees to indemnify, hold
<br />harmless, and pay all costs for the defense of the WORK Center, including fees and costs for special counsel to be
<br />selected by the WORK Center, regarding any action by a third party asserting that personal injury, damages, just
<br />compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of,
<br />or effects arising from this MOU.
<br />3. Either Party may terminate this Agreement upon five (5) days written notice for cause should the other
<br />party fail to perform any of the terms contained herein. The Worksite reserves the right, in its sole discretion, to
<br />release any assigned program participant, or terminate this MOU at any time without cause, upon ten (10) days written
<br />notice to WORK Center. The WORK Center may terminate this MOU at any time without cause, upon ten (10) days
<br />written notice to Worksite.
<br />4. This MOU has been executed and delivered in the State of California and the validity, interpretation,
<br />performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of
<br />the State of California. Both 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 Agreement.
<br />5. Inasmuch as this MOU is intended to secure a specialized relationship with Worksite, Worksite may
<br />not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the WORK Center
<br />and any such assignment, transfer, delegation or subcontract without the WORK Center's prior written consent shall be
<br />considered null and void.
<br />6. This MOU represents the complete and exclusive statement between the WORK Center and the
<br />Worksite, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict
<br />between the terms of this MOU and any attachments hereto, the terms of this MOU shall prevail. This MOU may not
<br />be modified except by written instrument signed by the both Parties hereto. Each party to this MOU acknowledges
<br />that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or
<br />anyone acting on behalf of any party, which is not embodied herein.
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