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matters discussed in arriving at this agreement. Other than this agreed -upon statement, the Parties agree not to issue any press release or other comments regarding the terms or conditions of this Agreement and not to disclose this Agreement to third parties except as required by law. In response to inquiries by INGRAM' s prospective employers, and in the absence of a written release from INGRAM, CITY will provide only the dates of his employment, position held, and final salary. B. Individual City Council members may, in their capacities as private citizens only, and without the use of CITY letterhead or representation that they speak on behalf of the CITY, provide personal letters of reference and /or recommendations at their discretion to assist in obtaining comparable employment and salary/benefits package to the which he was provided under the Employment Agreement. INGRAM expressly waives any and all claims against CITY arising out of or related to such individual letters. 12. Confidentiality. CITY shall maintain INGRAM's personnel, employment and health records as confidential and private as possible except such disclosures as required by applicable law. Such records shall not be released without INGRAM's prior written authorization except as required by law. 13. Mutual Drafting; Governing Law. This Agreement shall be deemed to have been jointly drafted by the Parties and shall be governed by and construed in accordance with the laws of the State of California. 14. Entire Agreement: This Agreement constitutes the entire agreement between INGRAM and CITY. No other promise or inducement has been offered for this Agreement. Any amendments to this Agreement must be in writing, signed by duly authorized representatives of both CITY and INGRAM, and must state that the parties intend to amend the Agreement. Any purported amendment failing to comply with this provision shall be null and void. 15. Severability. The invalidity or unenforceability of any provision of this Agreement shall in no way affect the validity or enforceability of any other provisions of this Agreement. 16. Venue of Actions; Costs and Fees. Venue of any legal action shall be in San Mateo County. If any legal action is instituted to enforce any provision of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any of its provisions, the court shall award the prevailing party reasonable attorneys' fees 6 296900.1