AND CONDITIONS OF THIS
AGREEMENT.
EMPLOYEE REPRESENTS AND WARRANTS THAT HE HAS THE CAPACITY TO ACT ON
HIS OWN BEHALF AND ON BEHALF OF ALL WHO MIGHT CLAIM THROUGH HIM TO BIND THEM TO
THE TERMS AND CONDITIONS OF THIS AGREEMENT.
EACH PARTY WARRANTS AND REPRESENTS
THAT THERE ARE NO LIENS OR CLAIMS OF LIEN OR ASSIGNMENTS IN LAW OR EQUITY OR
OTHERWISE OF OR AGAINST ANY OF THE CLAIMS OR CAUSES OF ACTION RELEASED HEREIN.
17.
NO REPRESENTATIONS.
EACH PARTY REPRESENTS THAT IT HAS HAD THE
OPPORTUNITY TO CONSULT WITH AN ATTORNEY, AND HAS CAREFULLY READ AND UNDERSTANDS
THE SCOPE AND EFFECT OF THE PROVISIONS OF THIS AGREEMENT.
NEITHER PARTY HAS
RELIED UPON ANY REPRESENTATIONS OR STATEMENTS MADE BY THE OTHER PARTY HERETO
WHICH ARE NOT SPECIFICALLY SET FORTH IN THIS AGREEMENT.
18.
SEVERABILITY.
IN THE EVENT THAT ANY PROVISION HEREOF BECOMES OR
IS DECLARED BY A COURT OF COMPETENT JURISDICTION TO BE ILLEGAL, UNENFORCEABLE OR
VOID, THIS AGREEMENT WILL CONTINUE IN FULL FORCE AND EFFECT WITHOUT SAID
PROVISION SO LONG AS THE REMAINING PROVISIONS REMAIN INTELLIGIBLE AND CONTINUE
TO REFLECT THE ORIGINAL INTENT OF THE PARTIES.
19.
ENTIRE AGREEMENT. THIS AGREEMENT REPRESENTS THE ENTIRE AGREEMENT
AND UNDERSTANDING BETWEEN THE COMPANY AND EMPLOYEE CONCERNING THE SUBJECT MATTER
OF THIS AGREEMENT AND EMPLOYEE'S RELATIONSHIP WITH THE COMPANY, AND SUPERSEDES
AND REPLACES ANY AND ALL PRIOR AGREEMENTS AND UNDERSTANDINGS BETWEEN THE PARTIES
CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT AND EMPLOYEE'S RELATIONSHIP WITH
THE COMPANY, WITH THE EXCEPTION OF THE CONFIDENTIALITY AGREEMENT, THE PLANS, THE
OPTION AGREEMENTS, SECTIONS 7 AND 8 OF THE EMPLOYMENT AGREEMENTS AND THE
CONSULTING AGREEMENT.
20.
NO WAIVER.
THE FAILURE OF ANY PARTY TO INSIST UPON THE
PERFORMANCE OF ANY OF THE TERMS AND CONDITIONS IN THIS AGREEMENT, OR THE FAILURE
TO PROSECUTE ANY BREACH OF ANY OF THE TERMS AND CONDITIONS OF THIS AGREEMENT,
WILL NOT BE CONSTRUED THEREAFTER AS A WAIVER OF ANY SUCH TERMS OR CONDITIONS.
THIS ENTIRE AGREEMENT WILL REMAIN IN FULL FORCE AND EFFECT AS IF NO SUCH
FORBEARANCE OR FAILURE OF PERFORMANCE HAD OCCURRED.
21.
NO ORAL MODIFICATION.
ANY MODIFICATION OR AMENDMENT OF THIS
AGREEMENT, OR ADDITIONAL OBLIGATION ASSUMED BY EITHER PARTY IN CONNECTION WITH
THIS AGREEMENT, WILL BE EFFECTIVE ONLY IF PLACED IN WRITING AND SIGNED BY BOTH
PARTIES OR BY AUTHORIZED REPRESENTATIVES OF EACH PARTY.
22.
GOVERNING LAW.
THIS AGREEMENT WILL BE DEEMED TO HAVE BEEN
EXECUTED AND DELIVERED WITHIN THE STATE OF CALIFORNIA, AND IT WILL BE CONSTRUED,
INTERPRETED, GOVERNED, AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
CALIFORNIA, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.
TO THE EXTENT THAT
EITHER PARTY SEEKS INJUNCTIVE RELIEF IN ANY COURT HAVING JURISDICTION FOR ANY
CLAIM RELATING TO THE ALLEGED MISUSE OR MISAPPROPRIATION OF TRADE SECRETS OR
CONFIDENTIAL OR PROPRIETARY INFORMATION, EACH PARTY HEREBY CONSENTS TO PERSONAL
AND EXCLUSIVE JURISDICTION AND VENUE IN THE STATE AND FEDERAL COURTS OF THE
STATE OF CALIFORNIA.
6
23.
ATTORNEYS' FEES.
IN THE EVENT THAT EITHER PARTY BRINGS AN ACTION
TO