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11. Good Faith Dispute. There is a good faith dispute between the Parties as to whether Valdez is owed any additional payments, including but not limited to wages,bonuses, PTO,vacation, sick leave, holidays,reimbursements,benefits, and/or penalties,except for the Settlement Payment, and Valdez is willing to compromise and resolve all such claims by accepting the consideration set forth in Section 1 above under the terms of this Agreement. 12. Covenant Not to Sue. Valdez will not directly or indirectly institute any legal action against the Released Parties based upon, arising out of,or relating to any claims released in this Agreement,to the extent allowed by law. Valdez has not and will not directly or indirectly encourage and/or solicit any third party to institute any legal Actions against the Released Parties,to the extent allowed by law. 13. CIRCULAR 230 DISCLAIMER. CIRCULAR 230 DISCLAIMER. EACH PARTY TO THIS AGREEMENT(FOR PURPOSES OF THIS SECTION,THE "ACKNOWLEDGING PARTY";AND EACH PARTY TO THIS AGREEMENT OTHER THAN THE ACKNOWLEDGING PARTY,AN "OTHER PARTY")ACKNOWLEDGES AND AGREES THAT(1)NO PROVISION OF THIS AGREEMENT,AND NO WRITTEN COMMUNICATION OR DISCLOSURE BETWEEN OR AMONG THE PARTIES OR THEIR ATTORNEYS AND OTHER ADVISERS, IS OR WAS INTENDED TO BE,NOR SHALL ANY SUCH COMMUNICATION OR DISCLOSURE CONSTITUTE OR BE CONSTRUED OR BE RELIED UPON AS,TAX ADVICE WITHIN THE MEANING OF UNITED STATES TREASURY DEPARTMENT CIRCULAR 230 (31 CFR PART 10,AS AMENDED); (2) THE ACKNOWLEDGING PARTY(A)HAS RELIED EXCLUSIVELY UPON HIS,HER OR ITS OWN INDEPENDENT LEGAL AND TAX ADVISERS FOR ADVICE(INCLUDING TAX ADVICE)IN CONNECTION WITH THIS AGREEMENT, (B)HAS NOT ENTERED INTO THIS AGREEMENT BASED UPON THE RECOMMENDATION OF ANY OTHER PARTY OR ANY ATTORNEY OR ADVISOR TO ANY OTHER PARTY,AND (C)IS NOT ENTITLED TO RELY UPON ANY COMMUNICATION OR DISCLOSURE BY ANY ATTORNEY OR ADVISER TO ANY OTHER PARTY TO AVOID ANY TAX PENALTY THAT MAY BE IMPOSED ON THE ACKNOWLEDGING PARTY;AND (3)NO ATTORNEY OR ADVISER TO ANY OTHER PARTY HAS IMPOSED ANY LIMITATION THAT PROTECTS THE CONFIDENTIALITY OF ANY SUCH ATTORNEY'S OR ADVISER'S TAX STRATEGIES (REGARDLESS OF WHETHER SUCH LIMITATION IS LEGALLY BINDING)UPON DISCLOSURE BY THE ACKNOWLEDGING PARTY OF THE TAX TREATMENT OR TAX STRUCTURE OF ANY TRANSACTIONS,INCLUDING ANY TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. 14. No Other Claims. Except with regard to her California Civil Rights Department Complaint, Government Claim and the Actions,Valdez has no other claims and shall dismiss with prejudice or withdraw any and all existing claims,charges and/or complaints filed by Valdez against the Released Parties with any and all government agencies,tribunals,and/or courts,to the extent such claims are able to be dismissed or withdrawn. 15. No Admission of Wrongdoing_ Neither this Agreement nor the furnishing of the consideration for this Agreement shall be deemed or construed as an admission of liability or a9s � -6sse.1 6 of 9 Jv it)�s initials Valde2s Initials