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understanding shall be of any force or effect with respect to those <br />matters covered in this Agreement. This Agreement 'may not be <br />altered, amended, or modified except by mutual consent of the <br />Parties hereto through a written instrument. <br />10. Attorneys Fees. <br />In the event that any Party hereto should bring any <br />action, suit or other proceeding to remedy, prevent, or obtain <br />relief from a breach of this Agreement or arising out of a breach <br />of this Agreement, or contesting the validity of this Agreement or <br />attempting to rescind, negate, modify, or reform this. Agreement, or <br />any of the terms or provisions of this Agreement, the prevailing <br />Party* shall recover from such Party those reasonable attorneys fees <br />and costs, including expert fees, incurred in each and every such <br />action, suit, or other proceeding, including any and all appeals or <br />petitions therefrom. <br />11. galifornia Law. <br />This Agreement shall be construed and interpreted <br />both as to validity and performance of the Parties in accordance <br />with the laws of the State of California. <br />12. 8xecutign and Counterparts. <br />This Agreement may be executed and delivered in any <br />number. of counterparts or copies ("Counterpart") by the Parties <br />hereto. <br />13. Auth2rity to Execute. <br />The persons executing this Agreement on behalf of <br />the Parties hereto warrant that they are duly authorized to execute <br />FSZ131%001704305%=917.1 11MM 12 <br />25B-26