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3 -10. E,gual, Opportunity to Daft: The parties have participated and had an equal opportunity to
<br />participate in the drafting of this Agreement. No ambiguity shall be construed against any party upon a
<br />claim that that party drafted the ambiguous language,
<br />3 -11. Assignment: This Agreement shall be binding upon and inure to the benefit of the parties, their
<br />successors, representatives and assigns, CONSULTANT shall not assign this Agreement, or delegate
<br />its duties or obligations under this Agreement, without the prior written consent of CITY, which consent
<br />shall not be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing,
<br />CONSULTANT may assign this Agreement, in whole or in part, without the consent of CITY to any
<br />corporation or entity into which or with which CONSULTANT has merged or consolidated; any parent,
<br />subsidiary, successor or affiliated corporation of CONSULTANT; or any corporation or entity which
<br />acquires all or substantially all of the assets of CONSULTANT. Subject to the foregoing, this
<br />Agreement shall be binding upon and inure to the benefit of the parties and their successors or assigns.
<br />3 -12. Ownership of Documents: Except for CONSULTANT preexisting proprietary information and
<br />processes, any and all documents, including draft documents where completed documents are
<br />unavailable, or materials prepared or caused to be prepared by CONSULTANT pursuant to this
<br />agreement shall be the property of the CITY at the moment of their completed preparation,
<br />3 -13. Intellectual Property Rights: The entire right, title and interest in and to CONSULTANT'S
<br />database and all copyrights, patents, trade secrets, trademarks, trade names, and all other intellectual
<br />property rights associated with any and all ideas, concepts, techniques, inventions, processes, or works
<br />of authorship including, but not limited to, all materials in written or other tangible form developed or
<br />created in the course of this Agreement (collectively, the "Work Product ") shall vest exclusively in
<br />CONSULTANT or its subcontractors. The foregoing notwithstanding, in no event shall any CITY -owned
<br />data provided to CONSULTANT be deemed included within the Work Product.
<br />3.14. Discrimination: CONSULTANT shall not discriminate because of race, color, creed, religion,
<br />sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and
<br />prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or
<br />other employment related activities. CONSULTANT affirms that it is an equal opportunity employer and
<br />shall comply with all applicable federal, state and local laws and regulations.
<br />3 -15. Jurisdiction — Venue: This Agreement has been executed and delivered in the State of
<br />California and 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 parties
<br />further agree that Orange County, California, shall be the venue for any action or proceeding that may
<br />be brought or arise out of, in connection with or by reason of this Agreement,
<br />3.16. Professional Licenses: CONSULTANT shall, throughout the term of this Agreement, maintain
<br />all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the
<br />services hereunder and required by the laws and regulations of the United States, the State of
<br />California, the CITY of Santa Ana and all other governmental agencies, CONSULTANT shall notify the
<br />CITY immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals,
<br />waivers, and exemptions. Said inability shall be cause for termination of this Agreement.
<br />3 -17. Public Release and Statements: Neither party or its representatives or agents shall disseminate
<br />any oral or written advertisement, endorsement or other marketing material relating to each other's
<br />activities under this Agreement without the prior written approval of the other party. Neither party shall
<br />make any public release or statement concerning the subject matter of this Agreement without the
<br />express written consent and approval of the other party. No party or its agent will use the name, mark
<br />or logo of the other party in any advertisement or printed solicitation without first having prior written
<br />approval of the other party, The parties shall take reasonable efforts to ensure that its subcontractors
<br />shall not disseminate any oral or written advertisement, endorsement or other marketing materials
<br />55B -10
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