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 EMPLOYEE'S
EMPLOYMENT BY THE COMPANY, AND THERE ARE NO AGREEMENTS OR REPRESENTATIONS, ORAL
OR OTHERWISE, EXPRESSED OR IMPLIED, WITH RESPECT TO OR RELATED TO THE EMPLOYMENT
OF THE EMPLOYEE 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 EMPLOYEE AND EMPLOYEE'S HEIRS, EXECUTORS,
ADMINISTRATORS AND LEGAL REPRESENTATIVES.
THE DUTIES AND COVENANTS OF THE
EMPLOYEE UNDER THIS AGREEMENT, BEING PERSONAL, MAY NOT BE DELEGATED OR ASSIGNED
BY THE EMPLOYEE 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.
THIS AGREEMENT MAY BE ASSIGNED BY THE
COMPANY WITHOUT THE CONSENT OF THE EMPLOYEE, PROVIDED, HOWEVER, THAT THE
EMPLOYEE IS GIVEN NOTICE OF THE ASSIGNMENT.
10
13.
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 FEDERAL COURTS 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 ANY ACTION OR PROCEEDING REFERRED TO
IN THE PRECEDING SENTENCE MAY BE SERVED ON EITHER PARTY ANYWHERE IN THE WORLD.
THE PARTIES HERETO AGREE THAT HAVING VENUE AND JURISDICTION SOLELY IN CALIFORNIA
IS REASONABLE IN THAT THE HEADQUARTERS FOR THE COMPANY IS IN ORANGE COUNTY,
CALIFORNIA AND THAT SITE FOR LITIGATION IS THE MOST CENTRAL FOR SUCH MATTERS.
THE PARTIES HEREBY WAIVE A JURY TRIAL IN ANY LITIGATION ARISING UNDER OR
RELATING TO THIS AGREEMENT OR THE EMPLOYMENT OF THE EMPLOYEE WITH THE COMPANY.
THIS AGREEMENT SHALL NOT BE CONSTRUED AGAINST EITHER PARTY BUT SHALL BE
CONSTRUED WITHOUT REGARD TO THE PARTICIPATION OF EITHER PARTY IN THE DRAFTING OF
THIS AGREEMENT OR ANY PART THEREOF.
14.
COUNTERPARTS; FACSIMILE SIGNATURES.
THIS AGREEMENT MAY BE
EXECUTED IN ONE OR MORE COUNTERPARTS,