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7. Termination <br /> 7.1 How the Project Terminates. This MOU is in effect until the project end date in <br /> the Project Description. In addition, either CLSEPA or the Collaborator may terminate the <br /> MOU at any time by providing at least 30 days written notice both to the other party. <br /> 7.2 Consequences of Termination. If this Agreement is terminated before the <br /> activities described in the Project Description are complete, the Collaborator must provide a <br /> complete and documented accounting of all funds received and spent under this MOU, return all <br /> unused funds, and provide a written explanation for termination. The provisions of Sections <br /> 3.2, 5.2, 5.3, 5.5, 6, 7.2 and 8 will remain effective after termination. <br /> 8. Other Ground Rules for the Relationship <br /> 8.1 Legal Effect. This MOU is legally binding on both CLSEPA and the <br /> Collaborator. <br /> 8.2 Entire Agreement; Modifications. This MOU describes CLSEPA's and the <br /> Collaborator's entire agreement; represents the final, complete and exclusive statement of <br /> CLSEPA and the Collaborator; and supersedes all prior or contemporaneous written and oral <br /> agreements, negotiations, correspondence, course of dealing and communications between <br /> CLSEPA and the Collaborator. This MOU may be modified only as stated in and by a writing <br /> signed by both CLSEPA and the Collaborator that states that it is an amendment to this MOU. <br /> 8.3 Relationship. CLSEPA and the Collaborator are and will remain independent <br /> contracting parties; the arrangements contemplated by this MOU do not create a partnership, <br /> joint venture, employment, fiduciary or similar relationship for any purpose. This MOU is not <br /> intended to and does not create any direct relationship between CLSEPA and any employee, <br /> contractor or subcontractor of the Collaborator and no employee, contractor or subcontractor of <br /> the Collaborator or the CLSEPA shall have the power or authority to act on behalf of the other <br /> or in the other's name directly or indirectly in any manner. Each of CLSEPA and the <br /> Collaborator will be solely responsible for the payment of all wages, and federal, state and local <br /> payroll, social security, unemployment, insurance and similar taxes for its employees. <br /> 8.4 Assignment. The Collaborator may not assign its rights or delegate its <br /> obligations under this MOU to another person without the prior written consent of CLSEPA. <br /> 8.5 Severabiliry and Waiver. If any provision in this MOU is held invalid or <br /> unenforceable, the other provisions will remain enforceable, and the invalid or unenforceable <br /> provision will be considered modified so that it is valid and enforceable to the maximum extent <br /> permitted by law. Any waiver under this MOU must be in writing and signed by the party <br /> granting the waiver. Waiver of any breach or provision of this MOU will not be considered a <br /> waiver of any later breach 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 <br /> by mail, courier, or fax to the addresses set out on the signature page of this MOU. These <br /> ATTY/AGR/2012.179/MOU BETWEEN CLSEPA AND REDWOOD CITY 2020 FOR 2012 ANTI PAYDAY LENDING GRANT PROJECT <br /> REV:11-07-12 PT <br /> Page 3 of 7 <br />