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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 further 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 />A. 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 WORT{ 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. <br />12 <br />