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understanding shall be of any force or effect with respect to those <br />matter's covered in this Agreement. Tn].S Agreement ILLUY iiuL. <br />altered, amended, or modified except by mutual consent of the <br />Parties hereto through a written instrument. <br />lo. 'Attorne s 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 />ii. Ca is Law. <br />This Agreement shah, 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, Executio and Coun.te rts. <br />This Agreement may be executed .and delivered in any <br />number. of counterparts or copies ("Counterpart") by the Parties <br />1. hereto. <br />13. Authority t Execute. <br />The persons executing this Agreement on behalf of <br />the Parties,hereto warrant that they are duly authorized to execute <br />P5211311046170-MOOS 20M912.1 11120192 12 <br />