Effective Date: August 12, 2025

SCHEDULE A: SPJA GUEST/PERFORMER CONTRACT STANDARD TERMS AND CONDITIONS

                                                                                           RECITALS

This Schedule A: SPJA GUEST/PERFORMER Contract Standard Terms and Conditions (“Schedule A” or “Standard Terms”) is attached to and/or incorporated by reference into GUEST/PERFORMER’s Customized Agreement with The Society for the Promotion of Japanese Animation, a California nonprofit public benefit corporation (“SPJA”), to provide goods or services to SPJA (the “Customized Agreement”). Together, the Customized Agreement and these Standard Terms are the “Agreement.” “You” or “GUEST/PERFORMER” means the individual, organization, agency, company, or business named in the Customized Agreement, who has agreed to appear exclusively at the SPJA show designated in the Customized Agreement (the “SPJA Show”). All capitalized defined terms, unless otherwise defined herein, shall have the meanings assigned to such terms in the Customized Agreement. Where the Customized Agreement conflicts with these Standard Terms, these Standard Terms shall control, unless the Customized Agreement expressly states that a part of the Customized Agreement is intended to and does modify these Standard Terms. These Standard Terms affirm that GUEST/PERFORMER’s performance under the Customized Agreement shall be in accord with the mission of the SPJA. To further the Agreement between the parties and the nonprofit purposes of the SPJA, the parties agree as follows:

1. YOUTH PROTECTION POLICY.

a) GUEST/PERFORMER and each other person who will be present at the SPJA Show on GUEST/PERFORMER’s behalf shall read SPJA’s Youth Protection Policy (“YPP”), and are also strongly encouraged to view the YPP training videos. Both the Youth Protection Policy and the YPP training videos are available at: www.YouthProtectionPortal.org/SPJA.

b) Although not required, GUEST/PERFORMER is strongly urged to conduct criminal background checks on all personnel who will be present at the SPJA Show on GUEST/PERFORMER’s behalf, and may do so at SPJA’s expense through its third party vendor. No one who is disqualified under YPP Section 5, “Disqualifying Criteria”, may attend the SPJA Show.

2. NON-DISCRIMINATION. You represent and warrant that You do not discriminate in hiring, employment, participation or services rendered on the basis of the fact or perception of a person's race, color, creed, religion, national origin, ancestry, age, sex, sexual orientation, height, weight, gender identity, domestic partner status, marital status, disability or Acquired Immune Deficiency Syndrome or HIV status (AIDS/HIV status) or against any person seeking accommodations, advantages, facilities, privileges, services, or membership in all business, social, or other establishments or organizations operated by GUEST/PERFORMER.

3. PHOTOGRAPHS AND GRANT OF RIGHTS. You grant permission to SPJA and its agents to take visual and audio recordings of You (the “Recordings”) while at an SPJA event or program. SPJA shall own the copyrights to the Recordings (including any extensions and renewals thereof) throughout the world, in perpetuity. 

4. SPJA’S REPORTING OBLIGATIONS. You understand and agree that SPJA may be required to disclose financial information, contracts, information about salaries and other employee information, and other information to government agencies, in SPJA's public federal and state tax returns, and elsewhere in with local, state and federal disclosure laws and regulations that apply to SPJA, or pursuant to subpoena. 

5. RELIANCE ON DATA. SPJA is entitled to rely upon data, information, and representations provided by GUEST/PERFORMER.  If any error results from incorrect data supplied by You, You shall be responsible for discovering and reporting such error and supplying the data necessary to correct such error to SPJA.

6. RETURN OF RECORDS.  Upon termination of the Agreement, or at any time upon the written request of SPJA for any reason, GUEST/PERFORMER shall deliver all notes, records, data, memoranda, models, equipment, or other materials of any nature that are in GUEST/PERFORMER’s possession, custody, control that are SPJA’s property or relate to SPJA’s business (and all copies thereof).  

7. TRADEMARKS, TRADENAMES AND LOGOS. SPJA reserves all right, title, and interest in all SPJA trademarks and logos (the "Marks"), including but not limited to: THE SOCIETY FOR THE PROMOTION OF JAPANESE ANIMATION™, SPJA®, ANIME EXPO®, AX®, anime expo chibi®, Project Anime®, AX LOUNGE 21™, and Anime Expo mascot characters referred to as Max, Ai, Xeno, Mahoko, and Kisegi; and any other trademarks or logos, derivations thereof, and marks substantially similar thereto, whether or not such marks or logos are registered by SPJA. You understand and agree that the Marks are licensed to You for Your use only if and solely as set forth in the Customized Agreement, and only for the benefit of and on behalf of the SPJA; and are not licensed to You at all if not set out in the Customized Agreement. Any and all licensed rights terminate at the end of the Agreement's Term. The Marks shall be used only in the form, style, and type prescribed by the SPJA. You shall neither directly or indirectly obtain nor attempt to obtain any right, title, or interest in or to the SPJA's Marks, and You hereby expressly waive any right which You may have to do so. You recognize SPJA’s exclusive ownership of its Marks.

8. INDEPENDENT CONTRACTORS. The parties are and shall be construed to be independent contractors, and not as agents, joint venturers, or legal partners, notwithstanding use of words like “collaborator” or “partner” in publicity or otherwise. Neither party shall participate in the other’s employee benefit or compensation plan.  Each party shall be solely responsible for compensating its own employees and contractors and for their worker’s compensation and other benefits, if any. Neither party may enter into contracts or incur liabilities on behalf of the other. You shall control Your method of work while fulfilling Your obligations to the SPJA, although the SPJA may establish reasonable standards of performance and the quality of deliverables. Each party shall be responsible for the conduct of its own business and comply fully with applicable laws.

9. TAXES. Except where the legal obligation for remitting taxes falls solely on SPJA, all payments made to GUEST/PERFORMER shall be made without deduction for federal, state, or local payroll, withholding or social security taxes, or unemployment or workers' compensation insurance. As between SPJA and GUEST/PERFORMER, GUEST/PERFORMER shall be solely responsible for paying all taxes due on such payments and comply with all government requirements pertaining to income, employment, social security and other taxes. 

10. COMPLIANCE WITH LAWS & POLICIES. GUEST/PERFORMER shall comply with all federal, state, and local laws, codes, ordinances, rules and regulations, and those of the participating venues of the SPJA Show (including, without limitation, copyrights, trademarks, and any union work rules, and PCI compliance). GUEST/PERFORMER shall comply with SPJA’s policies available via www.spja.org/legal, as SPJA may amend from time to time at its sole discretion (the “SPJA Policies”), while at the SPJA Show. Noncompliance may result in immediate removal of the GUEST/PERFORMER.

11. ANTI-CORRUPTION LAWS. GUEST/PERFORMER acknowledges and confirms understanding of the applicable Anti-Corruption Laws. “Anti-Corruption Laws” shall mean, collectively: (i) the United States Foreign Corrupt Practices Act (the “FCPA”); (ii) the Japanese Unfair Competition Prevention Act (“UCPA”); any applicable legislation or regulation implementing the Organization for Economic Cooperation and Development Convention Against Bribery of Foreign Public Officials in International Business Transactions; and (iii) all other applicable laws, regulations, orders, judicial decisions, conventions, and international financial institution rules regarding domestic or international corruption, bribery, ethical business conduct, money laundering, political contributions, gifts and gratuities, or lawful expenses to public officials and private persons, agency relationships, commissions, lobbying, books and records, and financial controls. Neither You nor Your officers, directors, employees, agents, affiliates, contractors, volunteers, managers, sponsors, funders, venues, attendees, public officials, successors, or assigns will, directly or indirectly, pay, promise or offer to pay, or authorize the payment of, any money or give any promise or offer to give, or authorize the giving of anything of value, to a public official or entity for purposes of obtaining or retaining business for or with, or directing business to, any person, including, without limitation, the SPJA, by (i) influencing any official act, decision or omission; (ii) inducing such public official or entity to do or omit to do any act in violation of their lawful duty (iii) securing any improper advantage; or (iv) inducing such public official or entity to affect or influence any act or decision of another public official or entity. You agree that SPJA has the right to audit your books and records related to the Agreement. Notwithstanding any other provision contained herein, SPJA may immediately terminate the Agreement with no obligation to reimburse any expense incurred or pay for any service performed by GUEST/PERFORMER if, in the SPJA’s reasonable opinion, (i) GUEST/PERFORMER has failed to provide adequate documentation or information regarding an expense or service, or (ii) an expense reimbursement or service payment would cause a violation of any Anti-Corruption Law.

12. EXPORT CONTROL LAWS.  GUEST/PERFORMER shall not cause SPJA to be in violation of any Export Control Law. “Export Control Laws” mean all U.S. or other laws and regulations relating to the export or re-export of commodities, technologies, or services, including, but not limited to, the Export Administration Act of 1979, 24 U.S.C. §§2401-2420, the International Emergency Economic Powers Act, 50 U.S.C. §§1701-1706, the Trading with the Enemy Act, 50 U.S.C. §§1 et. seq.; the Arms Export Control Act, 22 U.S.C. §§2778, 2779; the International Traffic in Arms Regulations (ITAR), 22 C.F.R. 120 et. seq.; and the International Boycott Provisions of I.R.C. §999.

13. CONFIDENTIALITY. This Section governs every Customized Agreement between SPJA and a party who has not signed a separate written confidentiality or nondisclosure agreement with SPJA. Where the parties have entered into a separate written confidentiality or nondisclosure agreement, that agreement supersedes and replaces this Section. During the term of the Customized Agreement, You may be exposed to certain Confidential Information of SPJA. The term “Confidential Information” means any and all information that is disclosed to or received by GUEST/PERFORMER from SPJA, in any form, concerning SPJA's techniques, procedures, and methods for producing and securing permits, security, facilities, funding, sponsorship, participation, and support for projects, business, products, contacts, contact lists, business plans, or its directors’, staff or volunteers’ personal lives unless that information: i) is already public information; ii) is learned from a third party not bound by a confidentiality agreement; or iii) becomes public through no breach of the Agreement. GUEST/PERFORMER agrees that whether or not marked “confidential,” all information disclosed by SPJA is Confidential Information except for information that SPJA includes in materials developed and approved by SPJA for public distribution; or which information is already public information at or before the time it is disclosed to You. Subject to the whistleblower notice below, You agree that You will not disclose to any third party, except Your accountant or attorney or pursuant to a subpoena, any Confidential Information of SPJA without the prior written consent of SPJA and will only use such Confidential Information in furtherance of the object of the Agreement. Important Notice: The Defend Trade Secrets Act of 2016 (18 U.S.C. § 1833(b) (the “DTSA”)), provides some protections to whistleblowers who confidentially disclose a trade secret to their Attorney, a government official, or in a court filing made under seal. While not a contractual obligation, you are urged to familiarize yourself with the provisions of the DTSA to determine if any disclosure you intend to make qualifies for such protection, or for protection under other applicable whistleblower laws. This provision shall remain in full force and effect after the termination of the Agreement. You agree that You will not make any statements to the press or media for, on behalf of, or about the SPJA unless that is part of the services You are retained to provide for SPJA, and then only with the prior written approval of SPJA.

14. LIMITED NON-COMPETITION. GUEST/ PERFORMER agrees to appear exclusively at the SPJA Show and not to appear or perform personally (live or live streaming) at another convention, concert, or venue within 400 miles of the SPJA Show during the two weeks before, during, and for the two weeks after the SPJA Show (the “Limited Places and Times”), unless SPJA consents otherwise in advance in writing.  In any event, if GUEST/PERFORMER is performing within 400 miles of the SPJA Show two weeks or more after the SPJA Show but within two months of the SPJA Show, the GUEST/PERFORMER shall not announce that other show until the SPJA Show. Because SPJA has invested so much in producing and publicizing the SPJA Show at which GUEST/PERFORMER appears, SPJA would be irrevocably harmed if GUEST/PERFORMER personally appears (live or live streaming) in the Limited Places and Times around the SPJA Show at which they are appearing. GUEST/PERFORMER agrees not to produce, create, or cause to be produced or created any Japanese culture event or convention in Southern California within two years after your Appearance. Nothing herein limits GUEST/PERFORMER from distributing or marketing their own Intellectual Property, such as their songs, films, or other creative works on iTunes or in and through their normal and customary distribution and marketing channels. If the provisions contained herein are deemed to exceed the time or geographic limits or any other limits imposed by applicable law in any jurisdiction, then such provision shall be deemed reformed in such jurisdiction to the maximum extent permitted by applicable law.

15. INSURANCE.  Unless agreed otherwise in writing, it is GUEST/PERFORMER’s responsibility to obtain and maintain at its own expense adequate insurance coverage as reasonably necessary to fulfill the obligations set out in the Agreement. SPJA reserves the right to request the GUEST/PERFORMER to produce a Certificate of Insurance as proof of such insurance naming SPJA as an additional insured for the duration of the Agreement. If requested, the Certificate of Insurance shall reflect the following minimum primary insurance covering your employees, agents, contractors, and assigns for the duration of the Agreement and as long as reasonably necessary thereafter to adequately cover the obligations set out in the Agreement: 1) general commercial or personal liability insurance in amounts not less than $1,000,000.00 per claim and $3,000,000.00 aggregate; 2) vehicle insurance in the same amounts to cover all vehicles used in connection with the Agreement; and 3) workers’ compensation insurance to cover all of Your employees, if any. The foreign currency equivalent is acceptable.  Nothing here limits your obligation to obtain necessary appropriate levels of insurance coverage for all Your services, goods, activities, and participation in relation to the SPJA Show. If You receive payment by Your insurance company for a claim made against the SPJA, when the SPJA has incurred damages or costs in connection with such claim, You shall surrender the proceeds of that insurance payment to the SPJA to the full extent of its payment thereof.

16. RISK ASSUMPTION & WAIVER.  GUEST/ PERFORMER expressly assumes all risks and liabilities arising from or related to GUEST/PERFORMER’s participation, acts, or omissions at the SPJA Show, or performance under the Agreement, including without limitation, all risks of harm or loss of any kind suffered by anyone attending, producing, organizing or affiliated with the SPJA Show, the Show Facility, and the City, which risks include but are not limited to theft, harm, damage or injury to a person (including death), property, intellectual property, copyrights, trademarks, business, or profits, from whatever cause or source. GUEST/ PERFORMER is solely and exclusively responsible for its property and any theft, damage, or other loss to GUEST/PERFORMER’s property (whether or not stored in any courtesy storage area, including without limitation any subrogation claims by an insurer). SPJA, the Show Facility, and the City (collectively, the “Releasees”) have no responsibility or liability, nor is a bailment created, for property delivered by or to GUEST/PERFORMER. 

17. INJURIES/RELEASE. You agree to completely release and hold SPJA and its officers, directors, employees, agents, affiliates, contractors, volunteers, managers, sponsors, funders, venues, attendees, public officials, successors, and assigns harmless from any and all demands, damages, losses, liabilities, causes of action, lawsuits, attorneys’ fees, and/or claims of every kind or nature, whether known or unknown, in law or equity, including employment claims and acts or omissions by third parties such as medical providers, arising from or related to Your engagement with SPJA. This release does not apply to acts of gross negligence or intentional, willful, or wanton misconduct on the part of SPJA, but does apply to acts of ordinary negligence. You agree to secure this release in writing from Your personnel, if any, and others providing services or participating in activities connected with Your performance hereunder before allowing them to participate in services, activities or events arising from or related to this Agreement or to perform services hereunder.

18. INDEMNIFICATION. Each party shall indemnify, defend, and hold harmless the other party and each of its successors, assigns, employees, officers, directors, members, agents, representatives, or subsidiary companies (each an “Indemnified Party”) from any third party claim, suit, damage, loss, or expense (including reasonable attorneys’ fees) arising from the acts or omissions of the indemnifying party or any of its successors, assigns, employees, agents, or representatives (each an “Indemnifying Party”), including but not limited to claims and losses attributable to a breach of representation, warranty or obligation pursuant to the Agreement. This Section applies to, but is not limited to, any third party defamation or intellectual property infringement claim arising from the Indemnifying Party’s acts or omissions. The party seeking indemnification shall give the Indemnifying Party prompt written notice of any claim, demand, or action for which indemnity is sought.

19. EVENTS OF DEFAULT. It shall be an event of default hereunder by either party if that party (a) fails to pay any sums when due pursuant to the Agreement; or (b) otherwise materially breaches the Agreement; and such breach remains uncured for a period of fourteen (14) days after written notice thereof to the breaching party, (or, in the case of a breach relating to obligations set forth in Sections 5, 6, 7, 8, 10, 11, 12, 13, 14, 15, 16, 17, and 18 herein, such breach is not cured in seven (7) days); or (c) is adjudicated as insolvent, declares bankruptcy, or files or has filed against it, any petition in bankruptcy; or (d) fails to continue its business.  In the event of an event of default, SPJA may immediately terminate the Agreement upon written notice to GUEST/PERFORMER.

20. ASSIGNMENT. Your obligations under the Agreement may not be assigned or transferred to any other person, firm, corporation, or entity without the prior written consent of the SPJA. 

21. CANCELLATION. 

(a) Cancellation by GUEST/PERFORMER. If the GUEST/PERFORMER cancels the Appearances at any time before the SPJA Show, the GUEST/PERFORMER shall refund to SPJA any and all fees that SPJA has paid under this Agreement.

(b) Cancellation by SPJA.  SPJA reserves the right to cancel any Appearances or to cancel the SPJA Show in its reasonable business discretion. 

i) If SPJA cancels the SPJA  Show or the GUEST/PERFORMER’s Appearances, for any reason, it will reimburse the GUEST/PERFORMER for any travel expenses that the GUEST/PERFORMER has incurred as of the cancellation date, but SPJA shall have noobligation to pay any other fees, reimbursements, expenses, damages, opportunity costs or other amounts.

ii) In addition, If SPJA cancels any Appearances or the SPJA  Show within fifty-nine (59) days of the first day of the SPJA Show for reasons other than a Force Majeure Event (as defined in Section 22 below), the GUEST/PERFORMER shall not be required to refund to SPJA any fees that SPJA has paid to Performer under this Agreement. 

iii) If SPJA cancels any Appearances or the SPJA Show sixty (60) or more days before the first day of the SPJA Show, the GUEST/PERFORMER shall refund to SPJA any and all fees paid by SPJA under this Agreement.

iv) If SPJA cancels any Appearances or the SPJA Show due to a Force Majeure Event, at any time, the GUEST/PERFORMER shall refund to SPJA any and all amounts paid by SPJA under this Agreement.

22. FORCE MAJEURE. SPJA shall not be liable for a delay in its events, projects, activities, installations, or performance of its obligations under the Agreement due to causes beyond its control, including, without limitation, weather, fire, flood, earthquakes, or other natural disaster, pandemic, acts of God, unavailability of energy, telecommunication, utility, internet, or other transmission services, war, riot, labor difficulties, embargo, acts of the public enemy, supplier or carrier failures, national, regional, or local emergency, vandalism, explosion, federal, state or municipal law, order, regulation, or request, inability to obtain telephone or cable service or electricity, or damage to or destruction in whole or in part of any components essential to connection to the Internet, damage or destruction of the facilities or locations where performance is required, denial of permits or permissions required for performance, or any other causes, contingencies, or circumstances anywhere in the world not subject to the SPJA’s complete control which prevent or hinder the SPJA Show or SPJA’s performance under the terms of the Agreement or make the fulfillment of the Agreement impracticable (a “Force Majeure Event”). If performance or timely performance is made impracticable or impossible by the occurrence of a Force Majeure Event, SPJA shall not be deemed to have breached the Agreement. Further, in the event that SPJA is unable to meet its obligations hereunder because of such Force Majeure Event and the SPJA Show is cancelled, SPJA shall have no obligation to reschedule it or to refund any fees paid to it hereunder. Performer hereby waives any claim for property or other damages or compensation.

23. DISPUTE RESOLUTION. The parties agree to meet and confer in good faith to attempt to resolve any dispute arising out of or related to the Agreement. Any dispute that is not resolved within forty-five (45) days of receipt of written notice of the dispute and that exceeds the jurisdictional limits of small claims court may be submitted to mediation upon mutual agreement of the parties to mediate, under a mutually agreeable mediator or, if none can be found, under JAMS. If the parties do not agree to mediate, or mediation is unsuccessful, the dispute  shall be submitted to binding arbitration in Riverside County, CA before JAMS under JAMS arbitration rules as quickly as an arbitrator is available. The arbitration shall be held with only one mutually agreeable arbitrator, or, if one cannot be found, under JAMS’ rules for choosing an arbitrator. The arbitrator may order limited discovery in accord with JAMS’ Recommended Arbitration Discovery Protocols and JAMS’ Comprehensive Arbitration Rule 17 (or any amendment thereof). The arbitrator may not revise or alter the terms of the Agreement. The arbitrator shall be empowered to grant preliminary and permanent equitable relief in addition to awarding damages. Each party shall have the right to be represented by counsel at arbitration, and the prevailing party in any arbitration or lawsuit shall be entitled to recover its reasonable attorneys’ fees and costs. The parties agree to abide by all decisions and awards rendered in the arbitration, and the arbitrator’s decisions and awards, including any decision about which party shall pay costs and/or attorneys’ fees, shall be final and conclusive and may be entered in any court having jurisdiction thereof as a basis of judgment and of the issuance of execution for its collection. Any small claims action must be brought in the Superior Court of Riverside County, California. Notwithstanding the above, if either party determines in good faith that injunctive relief is needed, it may seek such injunctive relief in state or federal court.

24. CREDIT CARD. You represent and warrant that you will not take or receive any credit payments at the SPJA Show without express written approval from SPJA. 

25. PERSONAL INFORMATION. In the course of providing services to SPJA, You may come into possession of “Personal Information,” meaning information that identifies or can be used, alone or in combination with other information, to identify an individual. You agree to treat Personal Information gathered by or provided to You in accordance with all applicable privacy and other laws.  

26. AUDIT RIGHTS.

(a) SPJA or its duly authorized representative shall have the right to examine Your records insofar as they relate to services or goods You provide to SPJA. For the avoidance of doubt, SPJA shall have no right to examine any records that relate to Your other events or other clients, or Your financial statements. Such audit inspection shall be made upon reasonable written notice, during normal business hours, and under such conditions as You may reasonably prescribe and not more than once per calendar year. If an error in the amount paid or payable to either party is discovered as a result of any such examination, the party in whose favor the error was made shall promptly pay to the other the amount of the error. Any such examination shall be at SPJA’s expense unless errors of accounting in SPJA’s favor amounting to 5% or more of the total sum paid hereunder shall be found, and then You shall contribute to the cost of the examination up to the amount of the error so determined.

(b) In the event that in the course of a PCI compliance audit, Your PCI auditors flag concerns applicable specifically to Cardholder Data obtained by You in processing for the SPJA Show (but not, for the avoidance of doubt, concerns applicable to Cardholder Data or Company’s Cardholder Data Environment generally), You shall notify SPJA of such issues as soon as reasonably practicable thereafter.

27. RFID TECHNOLOGY. SPJA may use RFID technology for attendees at the SPJA Show. GUEST/PERFORMER may not alter or ask an attendee to alter any RFID equipment, or use RFID equipment in violation of FCC rules. NEITHER SPJA OR SPJA’S PREFERRED AUTHORIZED RFID PROVIDER WILL BE LIABLE UNDER ANY CIRCUMSTANCES OR UNDER ANY LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WITH RESPECT TO USE OF THE RFID EQUIPMENT IN VIOLATION OF THE FCC RULES FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).

28. NON-DISPARAGEMENT. Each party agrees that it will not disparage the other party or its activities, services, agents, representatives, directors, officers, employees, affiliates, successors or assigns, or any person acting by, through, under or in concert with any of them, with any written or oral statement, including comments or posts to social media. Nothing in this paragraph shall prohibit either party from providing truthful information in response to a subpoena or other legal process.

29. SURVIVAL. The following Sections shall survive termination of the Agreement:

· Section 1 (YPP)

· Section 3 (Photos)

· Section 4 (Reporting)

· Section 5 (Reliance on Data)

· Section 6 (Records Return)

· Section 7 (Trademarks)

· Section 9 (Taxes)

· Section 10 (Compliance)

· Section 11 (Anti-Corruption)

· Section 12 (Export Control)

· Section 13 (Confidentiality)

· Section 14   (Limited Non-competition)

· Section 15 (Insurance)

· Section 16 (Risk Assumption & Waiver)

· Section 17 (Injuries/Release)

· Section 18 (Indemnification)

· Section 20 (Assignment)

· Section 23 (Dispute Resolution)

· Section 25 (Personal Information)

· Section 26 (Audit Rights)

· Section 28 (Non-Disparagement)

· Section 29 (Survival)

· Section 30 (General)

30. GENERAL PROVISIONS.  

a) No waiver or amendment, including those made by custom, usage of trade, course of dealing, or failure of either party to exercise any right provided for herein, will be effective unless in writing and shall not be deemed a waiver of any other breach or right hereunder.

b) The Customized Agreement shall be construed using the intellectual property laws of the United States, and the laws of the State of California, without reference to conflicts of law. The parties consent to the jurisdiction of any federal or state court within Riverside County, California. 

c) The language in all parts of the Agreement shall be construed as a whole in accordance with its fair meaning, not for or against any party, and without regard to any statutes which provide for the language of an agreement to be construed against the drafter. If any provision of this Agreement is determined to be invalid or unenforceable, this Agreement shall remain in effect, and the offending provision shall be modified to the extent required to make the provision valid or enforceable, or if that is not possible, then that provision shall be stricken and all other provisions shall remain in effect. 

d) This Agreement and its Schedules are personal to You and may not be assigned or transferred to any other person, firm, corporation, or entity without SPJA’s prior written consent; otherwise, the Agreement shall bind and be for the benefit of the parties and their heirs, fiduciaries, successors and permitted assigns.

e) Correspondence will be to the parties at the addresses specified below or to such other places that the parties designate from time to time in writing. A copy of each such notice shall also be sent to SPJA, 19675 Temescal Canyon Road, Corona, CA 92881.

f) Paragraph headings used herein are for convenience only and shall not affect the interpretation nor be deemed to be a part of the Agreement. 

g) No party hereto has relied upon any other promise, representation or warranty, other than those contained herein, in executing the Agreement. 

h) Each person signing the Agreement represents and warrants that s/he has the authority to sign it and to bind any company on whose behalf s/he purports to sign.