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<br />3. Compensation. <br />Payment under this Agreement shall be as per Exhibit A and the total payments <br />made pursuant to this agreement shall not exceed $ 20,000 <br />4. Effective Date of Agreement. <br />This Agreement becomes effective on July 1, 2007 <br />5. Reliance of Professional Skill of RWC. <br />RWC represents that it has the necessary professional skills to perform the services <br />required and cas shall rely on such skills of RWC to do and perform the work. <br />6. Relationship of Parties. <br />It is understood that the relationship of RWC to cas is that of an independent <br />contractor and all persons working for or under the direction of RWC are its agents or employees <br />and not agents or employees of cas. <br />7. Nonassignment. <br />This Agreement is not assignable either in whole or in part. <br />8. Amendments. <br />This Agreement may be amended or modified only by written agreement signed by <br />both Parties. <br />9. Validity. <br />The invalidity, in whole or in part, of any provisions of this Agreement shall not void or <br />affect the validity of any other provisions of this Agreement. <br />10. Governing Law/Litigation. <br />This Agreement shall be governed by the laws of the State of California and any suit <br />or action initiated by either Party shall be brought in the County of San Mateo, California. In the <br />event of litigation between the Parties hereto to enforce any provision of the Agreement, the <br />unsuccessful Party will pay the reasonable expenses of litigation of the successful Party. <br />11. Mediation. <br />Should any dispute arise out of this Agreement, the Parties shall meet in mediation <br />2 <br />