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reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Licensee further agrees to indemnify, hold harmless, and pay all costs for the defense of the Licensor, including fees and costs for special counsel to be selected by the Licensor, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. Licensor may make all reasonable decisions with respect to its representation in any legal proceeding. 7. Choice of Law This Agreement is to be governed by, and construed in accordance with, the laws of the State of California. Venue shall be in the County of Orange. 8. Remedies Either party shall, in addition to all other rights provided herein or as may be provided by law, be entitled to the remedies of specific performance and injunction to enforce its rights hereunder, except to the extent expressly provided to the contrary in this Agreement. All rights and remedies under this Agreement are cumulative and no one of them shall be exclusive of any other, and each party shalt have the right to pursue any one or all of such rights and remedies or any other remedy which may be provided by law, whether or not stated in this Agreement, except to the extent expressly provided to the contrary in this Agreement. 9. Counterparts This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 10. Non -Liability of Public Officials No officer, employee, member, agent or representative of the Licensor shall be personally liable to Licensee, or any successor in interest, in the event of any default or breach by the Licensor, or for any amount which may become clue to Licensee or its successor, or for any breach of any obligation of' the terms of this Agreement. 11. Termination This Agreement may be terminated by either party upon thirty (30) days written notice of termination. 12, Signature Authority Each undersigned represents and warrants that its signature here'mbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify Licensor fully, including reasonable costs and attorney's fees, for any injuries or damages to Licensor in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. #27739v1