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<br />sixty (60) days prior written notice by either Party. <br />3. Compensation. <br />Payment under this Agreement shall be as per Exhibit A. <br />4. Relationship of Parties. <br />It is understood that the relationship of RWC to MPFD is that of an independent contractor <br />and all persons working for or under the direction of RWC are its agents or employees and not <br />agents or employees of MPFD. <br />5. Nonassignment. <br />This Agreement is not assignable either in whole or in part. <br />6. Amendments. <br />This Agreement may be amended or modified only by written agreement signed by both <br />Parties. <br />7. Governing Law/Litigation. <br />This Agreement shall be governed by the laws of the State of California and any suit or <br />action initiated by either Party shall be brought in the County of San Mateo, California. In the event <br />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 />8. Mediation. <br />Should any dispute arise out of this Agreement, the Parties shall meet in mediation and <br />attempt to reach a resolution with the assistance of a mutually acceptable mediator. Neither Party <br />shall be permitted to file legal action without first meeting in mediation and making a good faith <br />attempt to reach a mediated resolution. The costs of the mediator, if any, shall be paid equally by <br />the Parties. If a mediated settlement is reached, neither Party shall be deemed the prevailing party <br />for purposes of the settlement, and each Party shall bear its own legal costs. <br />9. Entire Agreement. <br />This Agreement, including Exhibit A, comprises the entire Agreement. <br />10. Indemnity. <br /> <br />2 <br />