OF CALIFORNIA IN CONNECTION WITH ANY SUCH LEGAL PROCEEDING, INCLUDING TO ENFORCE
ANY SETTLEMENT, ORDER OR AWARD), (II) AGREES THAT ANY STATE COURT LOCATED IN
SANTA CLARA COUNTY IN THE STATE OF CALIFORNIA SHALL BE DEEMED TO BE A CONVENIENT
FORUM, AND (III) WAIVES AND AGREES NOT TO ASSERT (BY WAY OF MOTION, AS A DEFENSE
OR OTHERWISE), IN ANY SUCH LEGAL PROCEEDING COMMENCED IN ANY STATE COURT LOCATED
IN SANTA CLARA COUNTY IN THE STATE OF CALIFORNIA, ANY CLAIM THAT SUCH PARTY IS
NOT SUBJECT PERSONALLY TO THE JURISDICTION OF SUCH COURT, THAT SUCH LEGAL
PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF SUCH
PROCEEDING IS IMPROPER OR THAT THIS LETTER AGREEMENT OR THE SUBJECT MATTER
HEREOF OR THEREOF MAY NOT BE ENFORCED IN OR BY SUCH COURT.
EACH PARTY HERETO
AGREES TO THE ENTRY OF AN ORDER TO ENFORCE ANY RESOLUTION, SETTLEMENT, ORDER OR
AWARD MADE PURSUANT TO THIS SECTION 9 BY THE STATE COURTS LOCATED IN SANTA CLARA
COUNTY IN THE STATE OF CALIFORNIA.
8
10.
WAIVER OF JURY TRIAL.
EACH OF THE PARTIES
HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AND ANY ACTION,
PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE)
ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE ACTIONS OF ANY PARTY
HERETO IN NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.
11.
SPECIFIC PERFORMANCE.
THE PARTIES HERETO
AGREE THAT IRREPARABLE DAMAGE WOULD OCCUR IN THE EVENT THAT ANY OF THE
PROVISIONS OF THIS LETTER AGREEMENT WERE NOT PERFORMED IN ACCORDANCE WITH THEIR
SPECIFIC INTENT OR WERE OTHERWISE BREACHED.
IT IS ACCORDINGLY AGREED THAT THE
PARTIES HERETO SHALL BE ENTITLED TO AN INJUNCTION OR INJUNCTIONS, WITHOUT BOND,
TO PREVENT OR CURE BREACHES OF THE PROVISIONS OF THIS LETTER AGREEMENT AND TO
ENFORCE SPECIFICALLY THE TERMS AND PROVISIONS HEREOF, IN ADDITION TO ANY OTHER
REMEDY TO WHICH SUCH PARTIES MAY BE ENTITLED BY LAW OR EQUITY, AND ANY PARTY
HERETO SUED FOR BREACH OF THIS LETTER AGREEMENT EXPRESSLY WAIVES ANY DEFENSE
THAT A REMEDY IN DAMAGES WOULD BE ADEQUATE.
12.
ATTORNEYS' FEES.
IN ANY ACTION AT LAW OR
SUIT IN EQUITY IN RELATION TO THIS LETTER AGREEMENT, THE PREVAILING PARTY IN
SUCH ACTION OR SUIT SHALL BE ENTITLED TO RECEIVE A REASONABLE SUM FOR ITS
ATTORNEYS' FEES AND ALL OTHER REASONABLE COSTS AND EXPENSES INCURRED IN SUCH
ACTION OR SUIT.
13.
DELAYS OR OMISSIONS.
NO DELAY OR OMISSION
TO EXERCISE ANY RIGHT, POWER OR REMEDY ACCRUING TO A PARTY UNDER THIS LETTER
AGREEMENT SHALL IMPAIR ANY SUCH RIGHT, POWER OR REMEDY NOR SHALL IT BE CONSTRUED
TO BE A WAIVER OF ANY SUCH BREACH OR DEFAULT, OR AN ACQUIESCENCE THEREIN, OR OF
OR IN ANY SIMILAR BREACH OR DEFAULT THEREAFTER OCCURRING; NOR SHALL ANY WAIVER
OF ANY SINGLE BREACH OR DEFAULT BE DEEMED A WAIVER OF ANY OTHER BREACH OR
DEFAULT THERETOFORE OR THEREAFTER OCCURRING.
14.
ASSIGNMENT.
THIS LETTER AGREEMENT SHALL BE
BINDING UPON AND SHALL INURE TO THE BENEFIT OF THE PARTIES HERETO AND