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representations or written agreements on the subject matter hereof, which may have <br />been entered into between the parties. No modification or revision to this Agreement <br />shall be of any force or effect, unless the same is in writing and executed by the Parties <br />hereto. <br />10.2 Each Party agrees and acknowledges that no representations, <br />inducements, promises, or agreements, orally or otherwise, have been made by any <br />party, or anyone acting on behalf of any Party, which are not embodied herein and that <br />any agreement, statement, or promise not contained in this Agreement shall not be <br />valid or binding on either Party. <br />10.3 If any provision, or portion thereof, contained in the Agreement is <br />held unconstitutional, invalid or unenforceable, the remainder of this Agreement, or <br />portion thereof, shall be deemed severable, shall not be affected and shall remain in full <br />force and effect. <br />10.4 This Agreement shall be governed by and construed in accordance <br />with the law of the State of California. Venue shall be in Orange County. <br />10.5 This Agreement shall be construed as a whole, according to its fair <br />meaning, and not in favor or against any Party. By way of example and not in <br />limitation, this Agreement shall not be construed in favor of the party receiving a <br />benefit or against the Party responsible for any particular language in this Agreement. <br />10.6 Employee acknowledges that he or she has had an opportunity to <br />consult legal counsel in regard to this Agreement, that he or she has read and <br />understands this Agreement, that he or she is fully aware of its legal effect, and that he <br />or she has entered into it freely and voluntarily and based on his or her own judgment <br />and not on any representations or promises other than those contained in this <br />Agreement. <br />10.7 In any dispute arising out of this Agreement, the prevailing party <br />shall recover its reasonable attorneys' fees and costs. <br />R <br />