A PARTY OR BY WHICH THE
CONSULTANT IS OR MAY BE BOUND, INCLUDING, WITHOUT LIMITATION, ANY NONCOMPETITION
AGREEMENT OR SIMILAR AGREEMENT.
10.
NOTICES.
FOR PURPOSES OF THIS AGREEMENT,
NOTICES AND ALL OTHER COMMUNICATIONS PROVIDED FOR HEREIN SHALL BE IN WRITING AND
SHALL BE DEEMED TO HAVE BEEN DULY GIVEN WHEN HAND-DELIVERED, SENT BY FACSIMILE
TRANSMISSION (AS LONG AS RECEIPT IS ACKNOWLEDGED), OR MAILED BY UNITED STATES
CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID,
ADDRESSED TO THE ADDRESS OR FACSIMILE NUMBER FOR EACH PARTY SET FORTH ON THE
SIGNATURE PAGE HERETO, OR TO SUCH OTHER ADDRESS OR FACSIMILE NUMBER AS EITHER
PARTY MAY HAVE FURNISHED TO THE OTHER IN WRITING IN ACCORDANCE HEREWITH, EXCEPT
THAT A NOTICE OF CHANGE OF ADDRESS SHALL BE EFFECTIVE ONLY UPON RECEIPT.
11.
MISCELLANEOUS.
NO PROVISION OF THIS
AGREEMENT MAY BE MODIFIED OR WAIVED UNLESS SUCH WAIVER OR MODIFICATION IS AGREED
TO IN WRITING SIGNED BY BOTH OF THE PARTIES HERETO.
NO WAIVER BY ANY PARTY
HERETO OF ANY BREACH BY ANY OTHER PARTY HERETO SHALL BE DEEMED A WAIVER OF ANY
SIMILAR OR DISSIMILAR TERM OR CONDITION AT THE SAME OR AT ANY PRIOR OR
SUBSEQUENT TIME.
THIS AGREEMENT IS THE ENTIRE AGREEMENT BETWEEN THE PARTIES
HERETO WITH RESPECT TO THE CONSULTANT'S ENGAGEMENT BY THE COMPANY, AND THERE ARE
NO AGREEMENTS OR REPRESENTATIONS, ORAL OR OTHERWISE, EXPRESSED OR IMPLIED, WITH
RESPECT TO OR RELATED TO THE ENGAGEMENT OF THE CONSULTANT WHICH ARE NOT SET
FORTH IN THIS AGREEMENT.
THIS AGREEMENT SHALL BE BINDING UPON, AND INURE TO THE
BENEFIT OF, THE COMPANY, ITS RESPECTIVE SUCCESSORS AND ASSIGNS, AND THE
CONSULTANT AND CONSULTANT'S HEIRS, EXECUTORS, ADMINISTRATORS AND LEGAL
REPRESENTATIVES.
THE DUTIES AND COVENANTS OF THE CONSULTANT UNDER THIS
AGREEMENT, BEING PERSONAL, MAY NOT BE DELEGATED OR ASSIGNED BY THE CONSULTANT
WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY, AND ANY ATTEMPTED DELEGATION
OR ASSIGNMENT WITHOUT SUCH PRIOR WRITTEN CONSENT SHALL BE NULL AND VOID AND
WITHOUT LEGAL EFFECT.
THE PARTIES AGREE THAT IF ANY PROVISION OF THIS AGREEMENT
SHALL UNDER ANY CIRCUMSTANCES BE DEEMED INVALID OR INOPERATIVE, THE AGREEMENT
SHALL BE CONSTRUED WITH THE INVALID OR INOPERATIVE PROVISION DELETED AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES SHALL BE CONSTRUED AND ENFORCED
ACCORDINGLY.
12.
GOVERNING LAW; RESOLUTION OF DISPUTES. THE
VALIDITY, INTERPRETATION, CONSTRUCTION, AND PERFORMANCE OF THIS AGREEMENT SHALL
BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO PRINCIPLES
OF CHOICE OF LAW OR CONFLICTS OF LAW THEREUNDER.
ANY ACTION OR PROCEEDING
SEEKING TO ENFORCE ANY PROVISION OF, OR BASED ON ANY RIGHT ARISING OUT OF, THIS
AGREEMENT MAY BE BROUGHT AGAINST EITHER OF THE PARTIES IN THE COURTS OF THE
STATE OF CALIFORNIA, COUNTY OF ORANGE, OR, IF IT HAS OR CAN ACQUIRE
JURISDICTION, IN THE UNITED STATES DISTRICT COURT LOCATED IN ORANGE COUNTY,
CALIFORNIA, AND EACH OF THE PARTIES CONSENTS TO THE JURISDICTION OF SUCH COURTS
(AND OF THE APPROPRIATE APPELLATE COURTS) IN ANY SUCH ACTION OR PROCEEDING AND
WAIVES ANY OBJECTION TO VENUE LAID THEREIN. PROCESS IN