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Contractor, in writing, to disclose information to a third party. <br />9. Legal Compliance. The laws of the State of California shall govern the interpretation of this <br />Agreement. Any action to enforce this Agreement shall be brought in the Superior Court for <br />the County of Alameda or in the U.S. District Court for the Northern District of California, <br />San Francisco, California. <br />10. Assignment. Contractor may not assign, delegate or subcontract neither this Agreement nor any <br />of its rights, duties or obligations under this Agreement without the prior written consent of the <br />Ecology Center. Any purported assignment or delegation not consented to by the Ecology <br />Center shall be void at the Ecology Center's option and shall constitute a material breach of this <br />Agreement. <br />11. Amendments and Waivers. Any supplement to or modification or waiver of any provision of <br />this Agreement must be in writing and signed by authorized representatives of both Parties. A <br />waiver by either party of any breach of this Agreement will not operate as a waiver of any other <br />breach of this Agreement. <br />12. Notices. All notices required under this Agreement will be delivered in writing to the <br />recipient's contact designated in the first paragraph of this Agreement, or to such other <br />contact as designated in writing from time to time. Notices shall be by hand delivery, <br />nationally recognized overnight courier, certified or registered mail, email, or facsimile <br />and will be effective upon receipt or when delivery is refused, whichever occurs sooner. <br />13.Records. All financial records and documentation pertaining to this contract, including <br />incentives and match expenses, will be maintained for three years after the completion of <br />the grant period. All original expense receipts, invoices, and other back-up documentation <br />must be retained by the Contractor and kept on file, available on request for audit <br />purposes. <br />If any provision of this Agreement is prohibited or is unenforceable, said provision shall <br />be ineffective to the extent of such prohibition or unenforecability, without invalidating any of <br />the remaining provisions of this Agreement. <br />This Agreement contains the entire agreement of the Parties and supersedes any and <br />all previous agreements, which may have been made, whether orally or in writing. <br />5 <br />