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<br />of the terminating Party expire sixty (60) days after notice is given; provided that any <br />monetary obligations outstanding upon the expiration date shall survive until <br />discharged. <br /> <br />10. Jurisdiction and Venue. Any action at law or in equity brought by any of <br />the Parties for the purpose of enforcing a right or rights provided for by this Membership <br />Agreement will be tried in a court of competent jurisdiction in the County of San Mateo, <br />State of California, and the Parties waive all provisions of law providing for a change of <br />venue in these proceedings to any other county. <br /> <br />11. Successors and Assians. It is mutually understood and agreed that this <br />Agreement will be binding upon the Parties and their respective successors and <br />assigns. <br /> <br />12. 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 not <br />be construed to change the meaning thereof. <br /> <br />13. Entire Aareement. This Membership Agreement, together with any other <br />written document referred to or contemplated by it, along with the purchase order for <br />this membership Agreement and its provisions, embody the entire Agreement and <br />understanding between the parties relating to the subject matter of it. In case of conflict, <br />the terms of the Agreement supersede the purchase order. Neither this Membership <br />Agreement nor any of its provisions may be amended, modified, waived or discharged <br />except in a writing signed by both parties. <br /> <br />IN WITNESS WHEREOF, the parties hereto have executed this Membership <br />Agreement the day and year first above written. <br /> <br />Atty/Agr/RC2020 Master Agreement <br />040104 <br /> <br />4 <br />