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California and the validity, interpretation, performance, and enforcement of any of the clauses of
<br />this Agreement shall be determined and governed by the laws of the State of California,
<br />except to the extent pre - empted by federal law, in which event, the latter shall govern. Both parties
<br />further agree that Orange County, California, shall be the venue for any action or proceeding that
<br />may be brought or arise out of, in connection with or by reason of this Agreement.
<br />3 -16. Professional Licenses: BANKING SERVICES PROVIDER shall, throughout the term of
<br />this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions
<br />necessary for the provision of the services hereunder and required by the laws and regulations of
<br />the United States, a n d the State of California. BANKING SERVICES PROVIDER shall notify
<br />the CITY promptly and in writing of its inability to obtain or maintain such permits, licenses,
<br />approvals, waivers, and exemptions. Said inability shall be cause for termination of this
<br />Agreement.
<br />3 -17. Public Release and Statements: Neither party or its representatives or agents shall
<br />disseminate any oral or written advertisement, endorsement or other marketing material
<br />relating to each other's activities under this Agreement without the prior written approval of the
<br />other party. Neither party shall make any public release or statement concerning the subject
<br />matter of this Agreement without the express written consent and approval of the other party.
<br />No party or its agent will use the name, mark or logo of the other party in any advertisement or
<br />printed solicitation without first having prior written approval of the other party. The parties shall
<br />take reasonable efforts to ensure that its subcontractors shall not disseminate any oral or
<br />written advertisement, endorsement or other marketing materials referencing or relating to the
<br />other party without that party's prior written approval. In addition, the parties agree that their
<br />contracts with all subcontractors will include appropriate provisions to ensure compliance with
<br />the restrictions of this Section.
<br />3 -18. Confidentialitv: If BANKING SERVICES PROVIDER receives from the City information
<br />which, due to the nature of such information is reasonably understood to be confidential and /or
<br />proprietary, BANKING SERVICES PROVIDER agrees that it shall not use or disclose such
<br />information except in the performance of this Agreement, and further agrees to exercise the
<br />same degree of care it uses to protect its own information of like importance, but in no event less
<br />than reasonable care. "Confidential Information" shall include all nonpublic information.
<br />Confidential information includes not only written information, but also information transferred
<br />orally, visually, electronically, or by other means. Confidential information disclosed to either
<br />party by any subsidiary and /or agent of the other party is covered by this Agreement. The
<br />foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has
<br />been disclosed in publicly available sources; (b) is, through no fault of the BANKING SERVICES
<br />PROVIDER disclosed in a publicly available source; (c) is in rightful possession of the BANKING
<br />SERVICES PROVIDER without an obligation of confidentiality; (d) is required to be disclosed by
<br />operation of law; or (e) is independently developed by the BANKING SERVICES PROVIDER
<br />without reference to information disclosed by the City.
<br />3 -19. Force Maieure: BANKING SERVICES PROVIDER shall not be in default of its
<br />obligations hereunder to the extent that its performance is delayed or prevented by causes
<br />beyond its control, including but not limited to acts of God, government, weather, fire, power
<br />or telecommunications failures, inability to obtain supplies, breakdown of equipment or
<br />interruption in vendor services or communications.
<br />3 -20. Litigation Fees: If litigation arises out of this Agreement for the performance thereof, then
<br />the court shall award costs and expenses, including reasonable attorney's fees, to the prevailing
<br />party. In awarding attorney's fees, the court shall not be bound by any court fee schedule but shall
<br />award the full amount of costs, expenses and attorney's fees paid or incurred in good faith.
<br />3 -21. Entire Agreement: This executed Banking Services Agreement, inclusive of all exhibits
<br />attached hereto ( "Agreement in Chief') and the following documents, which are incorporated herein
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