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workday.. <br />6. OTHER PROVISIONS <br />6.1 Recitals. The recitals herein constitute an integral part of this Agreement and are to be considered <br />as such. <br />6.2 Captions. The captions and headings contained in this Agreement have been inserted for <br />reference and convenience only and in no way define, limit, or describe the text of this Agreement or the <br />intent of any provision. <br />6.3 Association. The Parties, by this Agreement, do not intend to create a partnership, principal <br />/agent, master/servant, orjoint venture relationship, and nothing in this Agreement shall be construed as <br />creating any such relationship between the Parties. <br />6.4 Confidentiality. Inconsideration of the public nature of the City and in order to protect its public <br />image and the public trust, Workday acknowledges that the City will not treat this Agreement or its <br />contents as confidential information. The Agreement and its contents will be released if requested by <br />organizations or individuals who make such a request in a manner consistent with City policy or applicable <br />law. <br />6.5 Modification. Neither Party shall be bound by any definition, condition, warranty, representation, <br />modification, consent, or waiver, other than as expressly stated herein, unless set forth in a writing <br />executed by the Party to be bound thereby. <br />6.6 Assignment. This Agreement and the rights granted hereunder may not be assigned by either <br />Party, except with the express written permission of the other Party. <br />6.7 Disputes. This Agreement shall be governed exclusively by, and construed exclusively in <br />accordance with, the laws of the United States and the State of California, without regard to its conflict of <br />laws provisions. The federal courts of the United States in the Northern District of California and the state <br />courts of the State of California located in Alameda County shall have exclusive jurisdiction to adjudicate <br />any dispute arising out of or relating to this Agreement. Each party hereby consents to the jurisdiction of <br />such courts and waives any right it may otherwise have to challenge the appropriateness of such forums. <br />6.8 Entire Agreement. This Agreement constitutes the entire legal agreement between the Parties <br />relating to the subject matter hereof. All prior negotiations, representations, agreements, and <br />understandings are ineffective and are superseded by this Agreement. <br />Signatures appear on the next page. <br />