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Shulman Rogers is a relatively large firm, and represents many other concerns and individuals. Consequently, it is possible that during the time that the Firm is representing the County, some of the Firm's present or future clients will have disputes or transactions with the County. The County, by signing this agreement, agrees that the Firm may continue to represent existing clients, or may undertake in the future to represent new clients, in any matter that is not substantially related to the Firm's work for the County, even if the interests of such clients in those other matters are or may be adverse to the County's interests. The Firm agrees, however, that the County's consent shall not apply in any instance where, as the result of the Firm's representation of the County, the Firm has obtained information that could be used by the Firm in representing other clients to the County's detriment or, if known to any other client of the Firm, could be used by that client to the County's substantial disadvantage. The County acknowledges and accepts by signing this agreement that the Firm represents several communications and/or public safety trade associations and individual FCC licensees whose regulatory and policy interests may now or in the future be adverse to the County's general interests as an FCC licensee. In the event that a direct, specific conflict should arise, the Firm reserves the right, in the course of the Firm's representation of the County, to limit the scope of legal services in order to avoid such conflict, or, if necessary, to withdraw from the representation of the County or take other appropriate measures, after having made sufficient efforts to assure that the County will continue to be fully represented. Termination of Engagement Under this Agreement. The County may terminate this agreement with or without cause at any time on written notice to the Firm. Termination of the Firm's services will not affect the County's responsibility to pay Legal Fees for acceptable services rendered through the date the Firm receives notice of termination under the same terms and conditions as set forth in Billing Policy/Procedure. The County will be required to pay for any further work of the Firm necessary to carry out an orderly turnover of matters in process at the time of termination. The Firm may terminate this agreement for any of the reasons permitted under the applicable rules of professional conduct. These include misrepresentation of (or failure to disclose) material facts, action taken contrary to the Firm's advice, and failure to pay the Firm's bills in the manner described in Billing Policy/Procedures. The Firm may also terminate this agreement for any other conduct or situation that, in the Firm's judgment, impairs maintaining an effective attorney-client relationship between the County and the Firm, or that presents conflicts with the Firm's professional responsibilities. The Firm may request the County to sign a stipulation or authorization allowing the Firm to withdraw as the County's attorney in any judicial, arbitration or similar proceeding, and the County hereby agrees in advance to the Firm's withdrawal. Governing Law And Venue. Any legal proceedings brought in connection with this attorney- client agreement shall only be brought in a state or federal court located in the State of Florida and described herein. Venue in state court shall be exclusively in Indian River County, Florida. Venue in federal court shall be exclusively in the United States District Court, Middle District of Florida, Orlando division, or its successor. Each party hereby agrees to submit to the personal jurisdiction