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I i <br /> 1 . <br /> It is understood that the relationship of RWC to BAWSCA is that of an <br /> independent contractor and all persons working for or under the direction of RWC are its <br /> agents or employees and not agents or employees of BAWSCA. <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 <br /> by both Parties. <br /> 9. Validity. <br /> The invalidity, in whole or in part, of any provisions of this Agreement shall not <br /> void or 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 <br /> suit or action initiated by either Party shall be brought in the County of San Mateo, California. <br /> In the event of litigation between the Parties hereto to enforce any provision of the Agreement, <br /> the 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 <br /> mediation and attempt to reach a resolution with the assistance of a mutually acceptable <br /> mediator. Neither Party shall be permitted to file legal action without first meeting in mediation <br /> and making a good faith attempt to reach a mediated resolution. The costs of the mediator, if <br /> any, shall be paid equally by the Parties. If a mediated settlement is reached, neither Party <br /> shall be deemed the prevailing party for purposes of the settlement, and each Party shall bear <br /> its own legal costs. <br /> 12. Entire Agreement. <br /> This Agreement, including Exhibit A, comprises the entire Agreement. <br /> 13.Indemnity. <br /> 3 2694537.1 <br />