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the obligations set forth in the Agreement. Upon the execution of this Assignment, Assignee shall <br />constitute the "Developer" under the Agreement and Assignor shall be fully relieved of the <br />obligations hereunder and shall have no liability for any default or failure to perform occurring <br />from and after the date of this Assignment. <br />4. Binding Effect. This Assignment shall be binding on and inure. to the benefit of the <br />parties, their respective heirs, successors and assigns. <br />5. CounteWarts,. This Assignment may be executed in counterparts, each of which, <br />when executed, shall be deemed an original. <br />6. Attorne s' Fees. The prevailing party in any litigation, arbitration or other <br />proceedings arising out of this Assignment shall be reimbursed by the other party for all costs and <br />expenses incurred in such proceedings, including reasonable attorneys' fees. <br />7. Governing, Law. This Assignment shall be governed by the laws of the State of <br />California. <br />IN WITNESS WHEREOF, the parties have caused this Assignment to be duly executed <br />and delivered as of the date first written above. <br />ASSIGNOR: <br />Google LLC., <br />a Delaware limited liability company <br />By: <br />Name: <br />Its: <br />ASSIGNEE: <br />By: <br />Name: <br />Title: <br />