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<br />Attention: Anthonv Richards <br /> <br />16. Non-Assignment. This Agreement is not assignable either in whole or in <br />part. <br /> <br />17. Amendments. This Agreement may be amended or modified only by <br />written agreement signed by both parties. <br /> <br />18. Validity. The invalidity in whole or in part of any provision of this Agreement <br />shall not void or affect the validity of any other provision of this Agreement. <br /> <br />19. Governina Law. This Agreement shall be governed by the laws of the State <br />of California and any suit or action initiated by either party shall be brought <br />in the County of San Mateo, California. In the event of litigation between <br />the parties hereto to enforce any provision of the Agreement, the <br />unsuccessful party will pay the reasonable attorney's fees and expenses of <br />litigation of the successful party. <br /> <br />20. Mediation. Should any dispute arise out of this Agreement, the parties shall <br />meet in mediation and attempt to reach a resolution with the assistance of a <br />mutually acceptable mediator. Neither party shall be permitted to file legal <br />action without first meeting in mediation and making a good faith attempt to <br />reach a mediated resolution. The costs of the mediator, if any, shall be paid <br />equally by the parties. If a mediated settlement is reached neither party <br />shall be deemed the prevailing party for purposes of the settlement and <br />each party shall bear its own legal costs. <br /> <br />21. Conflict of Interest. VENDOR may serve other clients, but none who are <br />active within the City of Redwood City or who conduct business that would <br />place VENDOR in a "conflict of interest" as that term is defined in State law. <br /> <br />22. Entire Aareement. This Agreement, including Exhibit A -E comprises the <br />entire Agreement <br /> <br />Incorporation of Recitals and Exhibits <br />A) The recitals constitute a material part hereof, and hereby incorporated <br />by reference herein as though full set forth her at. <br />B.) The Exhibits constitute a material part hereof, and are hereby <br />incorporated by reference herein as thought fully set forth here at. <br /> <br />Complete Agreement <br />A) Each party acknowledges that this agreement, the exhibits hereto, and <br />the documents incorporated by reference herein constitute the complete <br />agreement and exclusive statement of the terms and conditions <br />between the parties, which supercedes and merges all prior proposals, <br />understandings and all other agreements, verbal and written, between <br />the parties relating to the subject matter of this agreement. This <br /> <br />6 <br />