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3. Termination Without Cause CPS HR and Client may <br />terminate the Agreement without cause upon thirty <br />days written notice to the other party. <br />4. Return of Test Materials. Upon termination of the <br />Agreement, Client shall immediately return to CPS <br />HR any Test Materials that it possesses <br />K. Miscellaneous. <br />1. Notices. Any notice to the parties required or <br />permitted under this Agreement shall be given in <br />writing and shall be sent to Client at the address <br />provided for the Principal Signer and to CPS HR at <br />241 Lathrop Way, Sacramento, CA 95815. <br />2. Dispute Resolution; Remedies. <br />(a) In the event of a dispute, the parties may agree <br />to pursue mediation or either binding or <br />nonbinding arbitration to resolve their dispute, <br />under such rules as the parties may agree, <br />(b) If either CPS HR or Client determines to file a <br />judicial action, then, in addition to any other <br />remedies available at law or in equity to the <br />parties for breach of this Agreement, Client <br />acknowledges that breach of this Agreement <br />may result in irreparable harm to CPS HR for <br />which damages would be an inadequate <br />remedy and, therefore, in the event of a <br />breach, in addition to its rights and remedies <br />otherwise available by law, CPS HR shall be <br />entitled to seek equitable relief, including <br />injunction. <br />3. Attorneys Fees. If any legal action or arbitration or <br />other proceeding is brought to enforce or construe <br />the term of this Agreement or because of an alleged <br />dispute, breach or default in connection with any <br />provision of this Agreement, the successful or <br />prevailing party shall be entitled to recover <br />reasonable attorneys fees and other costs incurred in <br />that action, arbitration or proceeding in addition to <br />any other relief to which it may be entitled. <br />4. Waiver. The failure of any party at any time or times <br />to require performance of any provisions of this <br />Agreement shall in no manner affect its right to <br />enforce such provision at a later time_ Nor shall the <br />waiver by either party of a breach of any provision of <br />this Agreement be taken or held to be a waiver of the <br />provision itself. No waiver shall be enforceable <br />unless made in writing and signed by the party <br />granting the waiver. <br />b. Entire Agreement; Modifications. This Agreement <br />constitutes the entire Agreement between the parties <br />regarding the subject matter hereof and supersedes <br />all other Agreements, representations and <br />warranties All modifications and supplements to this <br />Agreement must be in writing and signed by both <br />parties. <br />2012 — 2014 CPS HR — Test Rental 2 Year Agreement <br />8. Counterparts; Facsimile Signature; Electronic <br />Signature This Agreement may be executed in any <br />number of counterparts. If this Agreement or any <br />counterpart is signed and then faxed or e-mailed by <br />PDF or otherwise, the faxed or e-mailed copy bearing <br />the signature shall be as good as the original wet -ink <br />signed copy for all intents and purposes. <br />7. Interpretation; Jurisdiction. This Agreement shall <br />be interpreted and enforced under the laws of the <br />State of Washington and jurisdiction shall be in <br />Kittitas County, Washington The Agreement shall be <br />interpreted in a fair and balanced manner to best <br />preserve its intent, and without bias against the <br />drafter. <br />8. Authority to Sign. The person signing this <br />Agreement on behalf of the Client (the Principal <br />Signer) represents that he or she is duly authorized <br />to sign this Agreement with approval of Kittitas <br />County. <br />9, Compliance with Laws. Each party hereto in its <br />performance of this Agreement agrees to comply with <br />all applicable local. State and Federal laws and <br />ordinances. <br />10. Relationship of the Parties. No agent, employee or <br />representative of Client shall be deemed to be an <br />agent, employee or representative of CPS HR for any <br />purpose, and the employees of Client are not entitled <br />to any of the benefits CPS HR provides to CPS HR's <br />employees. No agent, employee or representative of <br />CPS HR shall be deemed to be an agent, employee <br />or representative of Client fcr any purpose, and the <br />employees of CPS HR are not entitled to any of the <br />benefits Client provides to Client's employees. <br />11. Agreement Not for Benefit of Third Parties. This <br />Agreement is entered into solely for the benefit of the <br />parties hereto and vests no rights in, or is it <br />enforceable by, any third parties. <br />12. Severability. If any provision of this Agreement or <br />any provision of any document incorporated by <br />reference shall be held invalid, such invalidity shall <br />not affect the other provisions of this Agreement <br />which can be given effect without the invalid <br />provision, if such remainder conforms to the <br />requirements of applicable law and the fundamental <br />purpose of this Agreement, and to this end the <br />provisions of this Agreement are declared to be <br />severable. <br />13. Defense and Indemnification. The parties agree <br />to defend and indemnify each other from legal <br />actions brought as the result of negligent acts of the <br />other party <br />Client Initials „- <br />