SANTA ANA UNIFIED SCHOOL DISTRICT (SAUSD) (5)

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Attn: Orin Williams 8. ENTIRE AGREEMENT. This Agreement supersedes any and all agreements, either oral or written, between the parties hereto with respect to the subject matter of this Agreement, and contains all of the covenants and agreements between the parties with respect to this matter. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made with regard to this matter by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement, or promise regarding this matter not contained in this Agreement shall be valid or binding. Any modification or amendment of this Agreement will be effective only if it is in writing and signed by both parties to this Agreement. 9. APPLICABLE LAW. This Agreement has been made and entered into in the State of California and the laws of said State shall govern the validity and interpretation hereof and the parties' performance hereunder. 10. SEVERABILITY. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be held by a court of competent jurisdiction to be invalid, void or unenforceable under the applicable law, such provision will be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision, or the remaining provisions of this Agreement. 11. REMEDIES FOR BREACH. Any material default in the performance of any terms or conditions of this Agreement, by either party, shall constitute a breach of this Agreement. The non - defaulting party shall provide thirty (30) day written notification to cure each and every breach identified in the notification. In the event that the defaulting party fails to cure its default within such period of time, the non -defaulting party shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity, or under this Agreement. The failure of a parry to object to any default in the performance of the terms and conditions of this Agreement shall not constitute a waiver of either that term or conditions or any other term or condition of this Agreement. 12. BINDING EFFECT AND NONASSIGNABILITY. This Agreement and all the terns, covenants, conditions, and agreements herein contained shall be binding upon and inure to the benefit of the Parties and their respective successors. This Agreement shall not be assignable by either Party. [SIGNATURES ONFOLLOWING PAGE] Exhibit 1