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<br />shall expire on June 30, 2011, or until terminated by sixty (60) days prior written notice by either <br />pa rty . <br /> <br />3. Compensation. <br /> <br />The normal business hours hourly rate for fiscal year 2010-2011 (July 1, 2010 <br />through June 30,2011) for services by RWc under this Agreement shall be $138.43. <br />4. Effective Date of Aareement. <br />This Agreement becomes effective on July 1, 2010 <br />5. Reliance of Professional Skill of RWC. <br /> <br />RWc represents that it has the necessary professional skills to perform the services <br />required and TOA 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 TOA 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 TOA. <br /> <br />7. Nonassianment. <br />This Agreement is not assignable either in whole or in part. <br />8. Amendments. <br /> <br />This Agreement may be amended or modified only by written agreement signed by <br /> <br />both Parties. <br /> <br />9. Validitv. <br />The invalidity, in whole or in part, of any provisions of this Agreement shall not void <br />or affect the validity of any other provisions of this Agreement. <br />10. Governina Law/Litiaation. <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 /> <br />A TTY/AGR/201 0.042 <br />061008 <br /> <br />2 <br />