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REV: 10-18-2021 RL <br />8.3 Relationship. FFY and the Consultant are and will remain independent contracting parties; <br />the arrangements contemplated by this MOU do not create a partnership, joint venture, <br />employment, fiduciary or similar relationship for any purpose. This MOU is not intended to and <br />does not create any direct relationship between FFY and any employee, contractor or subcontractor <br />of the Consultant and no employee, contractor or subcontractor of FFY or the Consultant shall <br />have the power or authority to act on behalf of the other or in the other's name directly or indirectly <br />in any manner. Each of FFY and the Consultant will be solely responsible for the payment of all <br />wages, and federal, state and local payroll, social security, unemployment, insurance and similar <br />taxes for its employees. <br />8.4 Assignment. The Consultant may not assign its rights or delegate its obligations under this <br />MOU to another person without the prior written consent of FFY. <br />8.5 Severability and Waiver. If any provision in this MOU is held invalid or unenforceable, the <br />other provisions will remain enforceable, and the invalid or unenforceable provision will be <br />considered modified so that it is valid and enforceable to the maximum extent permitted by law. <br />Any waiver under this MOU must be in writing and signed by the party granting the waiver. <br />Waiver of any breach or provision of this MOU will not be considered a waiver of any later breach <br />or of the right to enforce any provision of this MOU. <br />8.6 Notices. Notices and consents under this MOU must be in writing and delivered by mail, <br />courier, email or other electronic signing service to the addresses set out on the signature page of <br />this MOU. These addresses may be changed by written notice to the other party. Notices given in <br />the manner provided by this Section will be considered given two business days after deposit in <br />the mail, or the first business day after delivery to a courier or delivery by email. <br />8.7 Dispute Resolution; Governing Law. FFY and the Consultant will seek to resolve disputes <br />arising out or relating to this MOU through discussion. If that is not successful, any action at law <br />or in equity brought by either FFY or the Consultant for the purpose of enforcing a right or rights <br />provided for by this Agreement will be tried in a court of competent jurisdiction in the County of <br />San Mateo, State of California. FFY and the Consultant waive all provisions of law providing for <br />a change of venue in these proceedings to any other county. This MOU is governed by California <br />law and is signed on the dates set forth below. <br />[Signature Page Follows] <br />ATTY/AGR.2021.264/Friends for Youth (Page 4 of 8)