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9, Termination. Any Party may withdraw from this Agreement by giving the other <br /> Parties sixty (60) days prior written notice. The rights and obligations of the terminating <br /> Party expire sixty (60) days after notice is given; provided that any monetary obligations <br /> outstanding upon the expiration date shall survive until discharged. <br /> 10. Jurisdiction and Venue. Any action at law or in equity brought by any of the <br /> Parties for the purpose of enforcing a right or rights provided for by this Agreement will <br /> be tried in a court of competent jurisdiction in the County of San Mateo, State of <br /> California, and the Parties waive all provisions of law providing for a change of venue in <br /> these proceedings to any other counfy. <br /> 11. Successors and Assiqns. It is mutually understood and agreed that this <br /> Agreement will be binding upon the Parties and their respective successors and <br /> assigns. <br /> 12, Paraqraph Headinqs. Paragraph headings as used herein are for convenience <br /> only and will not be deemed to be a part of such paragraphs and will not be construed <br /> to change the meaning thereof. <br /> 13. Entire Aqreement. This Agreement, together with any other written document <br /> referred to or contemplated by it, along with the purchase order for this Agreement and <br /> its pravisions, embody the entire Agreement and understanding between the parties <br /> relating to the subject matter of it. In case of conflict, the terms of the Agreement <br /> supersede the purchase order. Neither this Agreement nor any of its provisions may be <br /> amended, madified, waived or discharged except in a writing signed by both parties. <br /> (Signature Page Follows] <br /> REV: 08-3Q-13 MLG <br /> Page 4 of 9 <br /> ATTY/AGR2013.150lMembership Agreement First 5 SMC 2013-14 <br />