SUCH
NOTICE OR OTHER COMMUNICATION IS TRANSMITTED TO THE TELEX OR TELECOPIER NUMBER
SPECIFIED BELOW AND THE APPROPRIATE ANSWERBACK OR TELEPHONIC CONFIRMATION IS
RECEIVED.
EITHER PARTY MAY CHANGE THE ADDRESS TO WHICH SUCH NOTICES ARE TO BE
ADDRESSED BY GIVING THE OTHER PARTY NOTICE IN THE MANNER HEREIN SET FORTH.
6.7
ATTORNEYS' FEES.
THE COMPANY WILL REIMBURSE
THE EMPLOYEE FOR THE REASONABLE ATTORNEY FEES INCURRED IN CONNECTION WITH THE
NEGOTIATION OF THIS AGREEMENT.
IN THE EVENT ANY PARTY TAKES LEGAL ACTION TO
ENFORCE ANY OF THE TERMS OF THE AGREEMENT, THE UNSUCCESSFUL PARTY TO SUCH ACTION
SHALL PAY THE SUCCESSFUL PARTY'S EXPENSES, INCLUDING ATTORNEYS' FEES, INCURRED
IN SUCH ACTION.
6.8
THIRD PARTIES.
NOTHING IN THE AGREEMENT,
EXPRESSED OR IMPLIED, IS INTENDED TO CONFER UPON ANY PERSON OTHER THAN THE
COMPANY OR THE EMPLOYEE ANY RIGHTS OR REMEDIES UNDER OR BY REASON OF THE
AGREEMENT.
6.9
ARBITRATION.
ANY CONTROVERSY ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE
REFERRED TO ARBITRATION BEFORE THE AMERICAN ARBITRATION ASSOCIATION STRICTLY IN
ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND THE SUBSTANTIVE LAW OF THE STATE
OF CALIFORNIA.
THE BOARD OF ARBITRATORS SHALL CONVENE AT A PLACE MUTUALLY
ACCEPTABLE TO THE PARTIES IN THE STATE OF CALIFORNIA AND, IF THE PLACE OF
ARBITRATION CANNOT BE AGREED UPON, ARBITRATION SHALL BE CONDUCTED IN LOS
ANGELES.
THE PARTIES HERETO AGREE TO ACCEPT THE DECISION OF THE BOARD OF
ARBITRATORS, AND JUDGMENT UPON ANY AWARD RENDERED HEREUNDER MAY BE ENTERED IN
ANY COURT HAVING JURISDICTION THEREOF.
NEITHER PARTY SHALL INSTITUTE A
PROCEEDING HEREUNDER UNTIL THAT PARTY HAS FURNISHED TO THE OTHER PARTY, BY
REGISTERED MAIL, AT LEAST THIRTY (30) DAYS' PRIOR WRITTEN NOTICE OF ITS INTENT
TO DO SO.
6.10
CONSTRUCTION.
THIS AGREEMENT WAS REVIEWED BY
LEGAL COUNSEL FOR EACH PARTY HERETO AND IS THE PRODUCT OF INFORMED NEGOTIATIONS
BETWEEN THE PARTIES HERETO.
IF ANY PART OF THIS AGREEMENT IS DEEMED TO BE
UNCLEAR OR AMBIGUOUS, IT SHALL BE CONSTRUED AS IF IT WERE DRAFTED JOINTLY BY THE
PARTIES.
EACH PARTY HERETO ACKNOWLEDGES THAT NO PARTY WAS IN A SUPERIOR
BARGAINING POSITION REGARDING THE SUBSTANTIVE TERMS OF THIS AGREEMENT.
6.11
CONSENT TO JURISDICTION.
SUBJECT TO SECTION 6.9,
EACH PARTY HERETO, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER
APPLICABLE LAW, IRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY
COURT OF THE STATE OF CALIFORNIA OR THE UNITED STATES OF AMERICA SITTING IN THE
CITY OF LOS ANGELES OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT, (II) WAIVES AND AGREES NOT TO ASSERT, BY WAY OF
MOTION, AS A DEFENSE OR OTHERWISE,
11
ANY CLAIM THAT IT IS NOT SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, ANY
OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE ESTABLISHMENT OF THE VENUE OF
ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT
ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT
IN