REPRESENTATIVE.
13.
CONFIDENTIALITY.
THE PARTIES HERETO EACH AGREE TO USE THEIR BEST EFFORTS
TO MAINTAIN IN CONFIDENCE THE EXISTENCE OF THIS AGREEMENT, THE CONTENTS AND
TERMS OF THIS AGREEMENT, AND THE CONSIDERATION FOR THIS AGREEMENT (HEREINAFTER
COLLECTIVELY REFERRED TO AS "SEVERANCE INFORMATION").
EACH PARTY HERETO AGREES
TO TAKE EVERY REASONABLE PRECAUTION TO PREVENT DISCLOSURE OF ANY SEVERANCE
INFORMATION TO THIRD PARTIES, AND EACH AGREES THAT THERE WILL BE NO PUBLICITY,
DIRECTLY OR INDIRECTLY, CONCERNING ANY SEVERANCE INFORMATION.
EXCEPT AS
REQUIRED BY LAW, THE PARTIES HERETO AGREE TO TAKE EVERY PRECAUTION TO DISCLOSE
SEVERANCE INFORMATION ONLY TO THOSE EMPLOYEES, OFFICERS, DIRECTORS, ATTORNEYS,
ACCOUNTANTS, GOVERNMENTAL ENTITIES, AND FAMILY MEMBERS WHO HAVE A REASONABLE
NEED TO KNOW OF SUCH SEVERANCE INFORMATION.
14.
BREACH.
EMPLOYEE ACKNOWLEDGES AND AGREES THAT ANY BREACH OF ANY PROVISION
OF THIS AGREEMENT OR OF ANY PROVISION OF THE CONFIDENTIALITY AGREEMENT SHALL
CONSTITUTE A MATERIAL BREACH OF THIS AGREEMENT AND SHALL ENTITLE THE COMPANY
IMMEDIATELY TO RECOVER AND/OR CEASE THE CONSIDERATION PROVIDED TO EMPLOYEE UNDER
THIS AGREEMENT, EXCEPT AS PROVIDED BY LAW.
EXCEPT AS PROVIDED BY LAW, EACH OF
THE PARTIES SHALL ALSO BE RESPONSIBLE TO THE OTHER FOR ALL COSTS, ATTORNEYS'
FEES, AND ANY AND ALL DAMAGES INCURRED IN: (A) ENFORCING ANY OBLIGATION OR RIGHT
UNDER THIS AGREEMENT OR THE CONFIDENTIALITY AGREEMENT, INCLUDING THE BRINGING OF
ANY ACTION TO RECOVER THE CONSIDERATION, AND (B) DEFENDING AGAINST A CLAIM OR
SUIT BROUGHT OR PURSUED IN VIOLATION OF THE TERMS OF THIS AGREEMENT.
15.
NO ADMISSION OF LIABILITY.
NO ACTION TAKEN BY THE PARTIES HERETO, OR
EITHER OF THEM, EITHER PREVIOUSLY OR IN CONNECTION WITH THIS AGREEMENT, SHALL BE
DEEMED OR CONSTRUED TO BE: (A) AN ADMISSION OF THE TRUTH OR FALSITY OF ANY
POTENTIAL CLAIMS; OR (B) AN ACKNOWLEDGEMENT OR ADMISSION BY EITHER PARTY OF ANY
FAULT OR LIABILITY WHATSOEVER TO THE OTHER PARTY OR TO ANY THIRD PARTY.
16.
COSTS.
THE PARTIES SHALL EACH BEAR THEIR OWN COSTS, ATTORNEYS' FEES AND
OTHER FEES INCURRED IN CONNECTION WITH THE PREPARATION OF THIS AGREEMENT EXCEPT
AS TO LEGAL FEES INCURRED ON BEHALF OF EMPLOYEE AS REGARDS THE DRAFTING AND
NEGOTIATION OF THIS AGREEMENT.
17.
ARBITRATION.
THE PARTIES AGREE THAT ANY AND ALL DISPUTES ARISING OUT OF
THE TERMS OF THIS AGREEMENT, THEIR INTERPRETATION, AND ANY OF THE MATTERS HEREIN
RELEASED, SHALL BE SUBJECT TO BINDING ARBITRATION IN ALAMEDA, CALIFORNIA, BEFORE
THE AMERICAN ARBITRATION ASSOCIATION UNDER ITS NATIONAL RULES FOR THE RESOLUTION
OF EMPLOYMENT DISPUTES AND CALIFORNIA LAW, OR BY A JUDGE TO BE MUTUALLY AGREED
UPON.
THE ARBITRATOR MAY GRANT INJUNCTIONS AND OTHER RELIEF IN SUCH DISPUTES.
THE DECISION OF THE ARBITRATOR SHALL BE FINAL, CONCLUSIVE AND BINDING ON THE
PARTIES TO THE ARBITRATION.
THE PARTIES AGREE THAT THE PREVAILING PARTY IN ANY
ARBITRATION SHALL BE ENTITLED TO INJUNCTIVE RELIEF IN ANY COURT OF COMPETENT
JURISDICTION TO ENFORCE THE ARBITRATION AWARD.
THE PARTIES AGREE THAT THE
PREVAILING PARTY IN ANY ARBITRATION SHALL BE AWARDED ITS REASONABLE ATTORNEYS'
FEES AND COSTS.
THE PARTIES HEREBY AGREE TO WAIVE THEIR RIGHT TO HAVE ANY