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12.3 Assignment: the City may not assign a Contract without prior written consent from VPS. VPS <br />does have the right to assign this Contract or to subcontract any of its obligations under this Contract <br />without the City's approval and without notice to the City. <br />12.4 Information: data supplied bythe City and its Affiliates will be stored by VPS and may be <br />stored/backed-up out of state. Each Party shall, unless otherwise required by law, only use/disclose the <br />other Party's Confidential Information for reasonable and proper purposes in connection with the <br />relevant Contract. <br />12.5 Force Majeure: save in respect of payment obligations, a Party shall not be under any liability <br />for failure to perform or delay in performing any obligation under a Contract to the extent to which <br />performance is prevented, frustrated or delayed as a direct result of any cause beyond that Party's <br />reasonable control. <br />12.6 Waiver: delay in exercising or partial/total failure to exercise any right/remedy shall not operate <br />as a waiver of that right/remedy or any subsequent breach. <br />12.7 Illegality: if any provision of a Contract is held to be illegal, invalid or unenforceable then it shall <br />cease to form part of that Contract and shall not affect the remainder of the Contract which shall remain <br />in full force and effect. <br />12.8 Variation: unless otherwise stated in these Terms, these Terms and each Contract may only be <br />varied in writing signed by, or with actual authority of the Parties and, in the case of VPS, only its officers <br />have such authority. <br />12.9 Counterparts: each Contract may be executed in several counterparts (including by facsimile or <br />other electronic transmission), each of which shall be deemed an original and all of which shall together <br />constitute one and the same instrument. <br />12.10 Jurisdiction: each Contract shall be governed by and construed in accordance with the laws of <br />the State of California. Any action commenced by any party to enforce the terms of this Agreement <br />shall be brought in the courts of Orange County, State of California. <br />12.11 Legal Action/Entire Agreement: in the event that legal action is brought to enforce or construe <br />any term of a Contract, the prevailing party will be entitled to recover, in addition to any other damages <br />or award, all legal costs and fees associated with the action. If any conflict arises among these Terms <br />and any Order Form or other related Contract, these Terms shall govern unless expressly noted in the <br />applicable Order or other related Contract, These Terms, including any Order Form or related Contracts <br />executed hereunder, constitutes the entire agreement between the Parties with respect to the subject <br />matter thereof and supersedes all proposals, oral or written, all previous negotiations, and all previous <br />communications between the Parties with respect hereto. <br />12.12 Insurance: Prior to undertaking performance of work under this Agreement, VPS shall <br />maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described <br />below: <br />