SINGULAR, AND ANY GENDER SHALL INCLUDE ALL OTHER GENDERS.
(E)
SECTION HEADINGS.
THE SECTION HEADINGS OF,
AND TITLES OF PARAGRAPHS AND SUBPARAGRAPHS CONTAINED IN, THIS AGREEMENT ARE FOR
THE PURPOSE OF CONVENIENCE ONLY, AND THEY NEITHER FORM A PART OF THIS AGREEMENT
NOR ARE THEY TO BE USED IN THE CONSTRUCTION OR INTERPRETATION THEREOF.
(F)
GOVERNING LAW.
THIS AGREEMENT, AND ALL
QUESTIONS RELATING TO ITS VALIDITY, INTERPRETATION, PERFORMANCE AND ENFORCEMENT,
AS WELL AS THE LEGAL RELATIONS HEREBY CREATED BETWEEN THE PARTIES HERETO, SHALL
BE GOVERNED BY AND CONSTRUED UNDER, AND INTERPRETED AND ENFORCED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF CALIFORNIA, NOTWITHSTANDING ANY CALIFORNIA OR
OTHER CONFLICT OF LAW PROVISION TO THE CONTRARY.
(G)
SEVERABILITY.
IF ANY PROVISION OF THIS
AGREEMENT OR THE APPLICATION THEREOF IS HELD INVALID, THE INVALIDITY SHALL NOT
AFFECT OTHER PROVISIONS OR APPLICATIONS OF THIS AGREEMENT WHICH CAN BE GIVEN
EFFECT WITHOUT THE INVALID PROVISIONS OR APPLICATIONS AND TO THIS END THE
PROVISIONS OF THIS AGREEMENT ARE DECLARED TO BE SEVERABLE.
(H)
ENTIRE AGREEMENT.
THIS AGREEMENT, TOGETHER
WITH THE EMPLOYMENT AGREEMENT, EMBODIES THE ENTIRE AGREEMENT OF THE PARTIES
HERETO RESPECTING THE MATTERS WITHIN ITS SCOPE.
THIS AGREEMENT SUPERSEDES ALL
PRIOR AND CONTEMPORANEOUS AGREEMENTS OF THE PARTIES HERETO THAT DIRECTLY OR
INDIRECTLY BEARS UPON THE SUBJECT MATTER HEREOF.
ANY PRIOR NEGOTIATIONS,
CORRESPONDENCE, AGREEMENTS, PROPOSALS OR UNDERSTANDINGS RELATING TO THE SUBJECT
MATTER HEREOF SHALL BE DEEMED TO HAVE BEEN MERGED INTO THIS AGREEMENT, AND TO
THE EXTENT INCONSISTENT HEREWITH, SUCH NEGOTIATIONS, CORRESPONDENCE, AGREEMENTS,
PROPOSALS, OR UNDERSTANDINGS SHALL BE DEEMED TO BE OF NO FORCE OR EFFECT.
THERE
ARE NO REPRESENTATIONS, WARRANTIES, OR AGREEMENTS, WHETHER EXPRESS OR IMPLIED,
OR ORAL OR WRITTEN, WITH RESPECT TO THE SUBJECT MATTER HEREOF, EXCEPT AS
EXPRESSLY SET FORTH HEREIN.
THIS AGREEMENT, TOGETHER WITH THE EMPLOYMENT
AGREEMENT, IS AN INTEGRATED AGREEMENT.
6
(I)
MODIFICATIONS.
THIS AGREEMENT MAY NOT
BE AMENDED, MODIFIED OR CHANGED (IN WHOLE OR IN PART), EXCEPT BY A FORMAL,
DEFINITIVE WRITTEN AGREEMENT EXPRESSLY REFERRING TO THIS AGREEMENT, WHICH
AGREEMENT IS EXECUTED BY BOTH OF THE PARTIES HERETO.
(J)
WAIVER.
NEITHER THE FAILURE NOR ANY
DELAY ON THE PART OF A PARTY TO EXERCISE ANY RIGHT, REMEDY, POWER OR PRIVILEGE
UNDER THIS AGREEMENT SHALL OPERATE AS A WAIVER THEREOF, NOR SHALL ANY SINGLE OR
PARTIAL EXERCISE OF ANY RIGHT, REMEDY, POWER OR PRIVILEGE PRECLUDE ANY OTHER OR
FURTHER EXERCISE OF THE SAME OR OF ANY RIGHT, REMEDY, POWER OR PRIVILEGE, NOR
SHALL ANY WAIVER OF ANY RIGHT, REMEDY, POWER OR PRIVILEGE WITH RESPECT TO ANY
OCCURRENCE BE CONSTRUED AS A WAIVER OF SUCH RIGHT, REMEDY, POWER OR PRIVILEGE
WITH RESPECT TO ANY OTHER OCCURRENCE.
NO WAIVER SHALL BE EFFECTIVE UNLESS IT IS
IN WRITING AND IS SIGNED BY THE PARTY ASSERTED TO HAVE GRANTED SUCH WAIVER.
(K)
RESOLUTION OF DISPUTES. EXCEPT AS SET FORTH
IN SECTION 6, ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO
THIS AGREEMENT, INCLUDING THE ENFORCEMENT OR INTERPRETATION OF ANY PROVISION OF
THIS AWARD AGREEMENT, SHALL BE SUBMITTED TO ARBITRATION IN ACCORDANCE