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an admission of liability, wrongdoing or error on the part of PARTY. Any liability, wrongdoing <br />or error is expressly denied by each PARTY to this AGREEMENT. <br />14. Additional Documents: Each of the PARTIES agree to perform such further acts, <br />and execute and deliver such further documents, as may be reasonably necessary to carry out the <br />provisions of this Agreement. <br />15. Titles and Captions: Titles and captions contained in this AGREEMENT are <br />inserted as a matter of convenience and for reference, and are not intended and shall not be <br />construed to define, limit, extend or otherwise describe the scope of this AGREEMENT or any <br />provision of this AGREEMENT. <br />16. Modification and Amendment: No modification or amendment of any of the terms <br />or provisions of this AGREEMENT shall be binding upon any PARTY unless made in writing and <br />signed by such PARTY or by a duly authorized representative or agent of such PARTY. <br />17. Governing Law: This AGREEMENT shall be governed by and construed in <br />accordance with the laws of the State of California applicable to contracts entered into and wholly <br />performed within said state. <br />18. No Construction: No PARTY or PARTY'S counsel shall be deemed to be the <br />drafter of this AGREEMENT for purposes of interpreting or construing any of the provisions of <br />this AGREEMENT. This AGREEMENT shall be interpreted in accordance with the fair meaning <br />of its language and not strictly for or against any of the PARTIES to this AGREEMENT. <br />19. Execution in Counterparts: This AGREEMENT may be executed on separate <br />counterparts and will become effective upon signature by all PARTIES upon one or more of such <br />counterparts. <br />4535406.1 -- N1475.1 <br />