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<br />10. VENUE/JURISDICTION <br /> <br />This Agreement has been executed and delivered in the State of California and the <br />validity, interpretation, perlonnance, and enforcement of any of the clauses of this Agreement <br />shall be determined and governed by the laws of the State of California. Both parties further <br />agree that Orange County, California, shall be the venue for any action or proceeding that may <br />be brought or arise out of, in connection with or by reason of this Agreement. <br /> <br />11. VALIDITY <br /> <br />The invalidity in whole or in part of any provision of this Agreement shall not void or affect <br />the validity of any other provision of this Agreement. <br /> <br />12. MISCELLANEOUS PROVISIONS <br /> <br />a. Each undersigned represents and warrants that its signature hereinbelow has the power, <br />anthority and right to bind their respective parties to each ofthe terms of this Agreement, and shall <br />indemnify Agency fully, including reasonable costs and attorney's fees, for any injuries or damages <br />to Agency in the event that such authority or power is not, in fact, held by the signatory or is <br />withdrawn. <br /> <br />b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set <br />forth in the body of this Agreement. <br /> <br />c. No delay or omission by either party hereto to exercise any right or power accruing <br />upon any noncompliance or default by the other party with respect to any of the terms of this <br />Agreement shall impair any such right or power or be construed to be a waiver thereof. A <br />wai ver by either of the parties hereto of any of the covenants, conditions, or agreements to be <br />performed by the other shall not be construed to be a waiver of any succeeding breach thereof <br />or of any other covenant, condition or agreement herein contained. <br /> <br />8 <br />