NOT CONTAIN THE
PARTICULAR PART, TERM, AND/OR PROVISION HELD TO BE INVALID AND/OR
UNENFORCEABLE.
THIS PROVISION SHALL NOT APPLY TO SECTIONS [1, 2, 3, 4 AND 5] OF
THIS AGREEMENT, SAID TERMS BEING INTEGRAL AND NON-SEVERABLE PARTS OF THIS
AGREEMENT, WITHOUT WHICH IT WOULD NOT HAVE BEEN ENTERED INTO BY THE PARTIES.
11.7.
GOVERNING LAW.
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO AGREEMENTS THAT ARE
EXECUTED AND FULLY PERFORMED WITHIN THE STATE OF CALIFORNIA.
11.8.
DISPUTE RESOLUTION.
ANY DISPUTES REGARDING OR RELATING TO ANY
ASPECT OF THIS AGREEMENT'S FORMATION, MEANING, PERFORMANCE OR BREACH, OR ARISING
OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT, SHALL BE DETERMINED EXCLUSIVELY
BY ARBITRATION BEFORE A SINGLE ARBITRATOR PURSUANT TO THE COMMERCIAL ARBITRATION
PROCEDURES OF THE AMERICAN ARBITRATION ASSOCIATION ("AAA"), AND ADMINISTERED BY
AAA IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES.
THE PARTIES SHALL
ENDEAVOR IN GOOD FAITH FIRST TO ATTEMPT TO RESOLVE THE CONTROVERSY OR CLAIM
THROUGH MEDIATION ADMINISTERED BY THE AAA, BEFORE COMMENCING ANY ARBITRATION.
ANY MEDIATION OR ARBITRATION SHALL BE CONFIDENTIAL (EXCEPT AS MAY BE REQUIRED IN
ANY JUDICIAL PROCEEDING BROUGHT TO ENFORCE THESE ARBITRATION PROVISIONS OR ANY
AWARD RENDERED HEREUNDER) AND SHALL BE CONDUCTED IN LOS ANGELES COUNTY AND THE
PARTIES HERETO IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE STATE AND FEDERAL
COURTS OF CALIFORNIA FOR ANY PROCEEDINGS INCIDENTAL TO ARBITRATION OR FOR THE
CONFIRMATION AND ENFORCEMENT OF ANY AWARD.
THE PREVAILING PARTY IN SUCH
ARBITRATION SHALL BE ENTITLED TO RECOVER ITS REASONABLE COSTS AND ATTORNEYS'
FEES AS SHALL BE DETERMINED BY THE ARBITRATOR.
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11.9.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN COUNTERPARTS AND
BY FACSIMILE OR PDF SIGNATURE, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT
ALL OF WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
IN WITNESS WHEREOF, the Parties have executed this Agreement and Release dated
as of December 22, 2009.
THQ INC.
JAKKS PACIFIC, INC.
By:
By:
Its:
Its:
THQ/JAKKS PACIFIC, LLC
By:
Its:
By:
Its:
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