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8. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Instructor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail and will serve to fldly supersede existing Agreement. This may not be modified except by written instrument signed by the City and by an authorized representative of Instructor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms or conditions hereof, shall not bind or obligate Instructor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 9. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Instructor, Instructor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other contractors retained by City. 10. TERMINATION This Agreement may be terminated by the City with thirty (30) days written notice of termination. In such event, Instructor shall be entitled to receive and the City shall pay Instructor compensation for all services performed by Instructor prior to receipt of such notice of termination. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement. 11. NONDISCRIMINATION Instructor shall not discriminate because of race, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Instructor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 12. JURISDICTION - VENUE 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.