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the extent that such expenses, liability, or claim is proximately caused by any act or omission of <br />the other, or its officers, agents, or employees. <br />Entire Agreement <br />This Agreement constitutes the entire agreement between the parties regarding the subject matter <br />herein, and supersedes all other agreements, oral or written, between the parties. This <br />Agreement may only be modified in a writing signed by authorized representatives of all parties. <br />Venue/Choice of Law <br />This Agreement and all questions relating to its validity, interpretation, performance, and <br />enforcement shall be governed by and construed in accordance with the laws of the State of <br />California. The parties further agree that Orange County, California, shall be the venue for any <br />action or proceeding that may be brought or arise out of, in connection with, or by reason of this <br />Agreement. <br />Memorandum of Understanding Page 7 <br />