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A All ---d- r___ <br />4. Attorney's Fees <br />In the event of litigation relating to or arising out of this Agreement, the prevailing party shall be <br />entitled to be reimbursed by the non -prevailing party for all reasonable costs and expenses <br />incurred thereby, including, but not limited to reasonable attorney's fees and costs for services <br />rendered to such prevailing party. <br />Indemnity <br />Each party shall indemnify, defend and hold the other party and the Released Parties <br />harmless from and against any claims, damages, demands, liabilities, losses, judgments, <br />expenses and attorney's fees and/or costs resulting from the breach by such indemnifying <br />party of any provision of this Agreement, the falsity of any representation or warranty made by <br />the indemnifying party contained in this Agreement. <br />6. Entire Agreement <br />This Agreement together contains the entire Agreement of the Parties, and supersedes any <br />prior written or oral agreements between them, concerning the subject matter of this <br />Agreement. <br />7. Partial Invalidity <br />In the event that any term, covenant, condition or provision of this Agreement shall be <br />determined by a court of competent jurisdiction to be invalid or against public policy, the <br />remaining provisions shall continue in full force and effect. <br />8. Waiver and/or Modification <br />The provisions of this Agreement may not be waived, altered, amended or repealed, in whole <br />or in part, except upon a written agreement signed by each of the Parties. The waiver by one <br />party of the performance of any provisions of this Agreement shall not invalidate this <br />Agreement, nor shall it be deemed a waiver of any other provision hereof. <br />8. Headings <br />The headings, subheadings and numbering of the different paragraphs of this Agreement are <br />inserted for convenience and for reference only and shall not be considered for any purpose in <br />construing this Agreement. <br />9. Governing Law <br />The rights and obligations of the Parties under this Agreement shall be construed and <br />enforced in accordance with, and governed by, the laws of the State of California. <br />10. Successors In Interest <br />Subject to any restrictions against assignment contained herein, this Agreement shall inure to <br />the benefit of, and shall be binding upon, the assigns, successors in interest, personal <br />representatives, executors, estates, heirs, legatees, agents and related entities of each of the <br />Parties. <br />11. Necessary Acts <br />Each of the Parties agrees to perform such further acts, and execute and deliver such further <br />documents, as may be reasonably necessary to carry out the provisions of this Agreement. <br />12. Advise of Counsel <br />The Parties, and each of the, acknowledge that in connection with the negotiations and <br />execution of this Agreement, they have each been represented by independent counsel of <br />their own choosing and the Parties executed the Agreement after review by such independent <br />counsel; or, if they were not so represented, said non -representation is and was the voluntary, <br />4 of 6 <br />