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6.1.D. - Page 9 <br /> 17. Litiqation Expenses; Attorney Fees. In the event any action, suit or proceeding is <br /> brought for the enforcement of, or the declaration of any right or obligation pursuant to <br /> this Agreement or as a result of any alleged breach of any provision of this Agreement, <br /> the prevailing party in such suit or proceeding shall be entitled to recover its costs and <br /> expenses, including reasonable attorney's fees, from the losing party, and any judgment <br /> or decree rendered in such a proceeding shall include an award thereof. <br /> 18. General. This Agreement shall be governed by, interpreted under, construed and <br /> enforced in accordance with, the laws of the State of California. This Agreement is <br /> made and entered into in the County of San Mateo, State of California, and any legal <br /> actions or proceedings arising from or related to this Agreement shall be brought in the <br /> County of San Mateo, State of California. In the event that any provision of this <br /> Agreement is declared invalid or void by statute or judicial decision, such action shall <br /> not invalidate the entire Agreement. It is the express intention of the Parties that all <br /> other provisions not declared invalid or void shall remain in full force and effect. The <br /> failure by either Party to act with respect to a breach by the other shall not constitute a <br /> waiver of the right to act with respect to subsequent or similar breaches. This <br /> Agreement may not be amended or modified in any respect whatsoever except by an <br /> instrument in writing signed by the Parties. This Agreement may not be assigned by <br /> either party without the written consent of the other parties. This Agreement constitutes <br /> the entire Agreement between the Parties and may only be amended in writing signed <br /> by both Parties. <br /> 19. Authoritv. The individuals executing this Agreement and the instruments <br /> referenced in it on behalf of Performers each represent and warrant that they have the <br /> legal power, right and actual authority to bind Performers to the terms and conditions of <br /> this Agreement. <br /> 20. Amendments. Any amendment to this agreement shall be made in writing and <br /> signed by both parties. <br /> [Signature Page Follows] <br /> ATTY/AG R/2012.0 57/Z O P P E <br /> REV:06-05-12 HS <br /> Page 7 of 12 <br />