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<br />8. Termination. Either Party upon tendering 10 days written notice to the other <br />Party may terminate this Agreement. Redwood City will be paid for any work that <br />it performs up to and including the termination date. <br /> <br />9. Dispute Resolution. Any controversies between the Parties regarding the <br />construction or application of the Agreement, as may be amended, and claims <br />arising out of the Agreement, as may be amended, or its breach, shall be <br />submitted to mediation within thirty (30) days of the written request of one Party <br />after service of that request on the other Party. The Parties may agree on one <br />mediator. If they cannot agree on one mediator within a reasonable time, the <br />Party demanding mediation shall request the Superior Court of San Mateo County <br />to appoint a mediator. The mediation meeting shall not exceed one day (eight (8) <br />hours). The Parties may agree to exceed the time allowed for mediation under the. <br />Agreement. The cost of mediation shall be borne by the Parties equally. <br />Mediation under this section is a condition precedent to filing an action in any <br />court. In the event mediation or litigation arises out of any dispute related to the <br />Agreement, as may be amended, the Parties shall each pay their respective <br />attorneys fees, expert witness costs and cost of suit, regardless of the outcome of <br />the litigation. <br /> <br />10. Jurisdiction and Venue. Any action at law or in equity brought by either of <br />the Parties for the purpose of enforcing a right or rights provided for by this <br />Agreement will be tried in a court of competent jurisdiction in the County of San <br />Mateo, State of California, and the Parties waive all provisions of law providing for <br />a change of venue in these proceedings to any other county. <br /> <br />11. Paraaraph Headinas. Paragraph headings as used herein are for <br />convenience only and will not be deemed to be a part of such paragraphs and will <br />not be construed to change the meaning thereof. <br /> <br />12. Entire Aareement. This Agreement, together with any other written <br />document referred to or contemplated by it, along with the purchase order for this <br />Agreement and its provisions, embody the entire Agreement and understanding <br />between the parties relating to the subject matter of it. In case of conflict, the <br />terms of the Agreement supersede the purchase order. Neither this Agreement <br />nor any of its provisions may be amended, modified, waived or discharged except <br />in a writing signed by both parties. <br /> <br />Atty/Agr/Agr.201 <br />080304 <br /> <br />3 <br />