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