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matter may then be submitted to mediation. If mediation is unsuccessful, the matter may be litigated <br />in the Superior Court of King County. Each party shall bear the expense of their own legal fees. <br />10.2. GOVERNING LAW AND VENUE. This Agreement shall be governed by and construed under the laws of <br />Washington State. Jurisdiction and venue for all purposes shall be in King County, Washington. The <br />parties consent to the personal jurisdiction of the state and federal courts located in King County, <br />Washington for any lawsuit filed there arising from or related to this Agreement. <br />10.3. NOTICES. Any notice intended for either party shall be deemed to be validly given if it is in writing and <br />is sent by electronic mail, fax, U.S. mail or hand-delivered, or by courier service to such party's address <br />as set forth in this Agreement, or to any other address which the party in question may have indicated <br />in writing to the other party. A copy of any notice sent by electronic mail shall also be sent whenever <br />possible corresponding to one of the above-mentioned delivery modes. <br />10.4. HEADINGS AND SEVERABILITY. Headings are for ease of reference and shall not modify the meaning of this <br />If any provision of this Agreement is declared to be invalid or <br />unenforceable, the validity and enforceability of the remaining provisions will not be affected. <br />The invalid or unenforceable provision will be deemed modified to the extent necessary to render <br />it valid and enforceable, and if no modification may render so, this Agreement will be construed <br />as if not containing such provision. <br />10.5. NO WAIVER. No delay or failure by either party in exercising, protecting, or enforcing any of its rights, <br />interests, or remedies hereunder, and no course of dealing or performance with respect thereto, shall <br />constitute a waiver thereof. The express waiver by a party of any right, interest or remedy in a <br />particular instance shall not constitute a waiver thereof in any other instance. <br />10.6. COUNTERPARTS. This Agreement and any amendments may be signed in counterparts; it being <br />understood, however, that all counterparts collectively shall constitute one and the same <br />Agreement. <br />10.7. AMENDMENTS, WAIVER, MODIFICATION OR TERMINATION. No amendment, waiver, termination, or <br />modification of this Agreement will be binding unless it is in writing and signed by authorized <br />representatives of each party and dated subsequent to the date of this Agreement. <br />10.8. SUCCESSORS AND ASSIGNMENT. This Agreement shall bind the parties to the Agreement as well as their <br />respective successors, heirs, and assigns. This Agreement and the rights and obligations of the <br />parties hereunder are not assignable by either party without prior written consent of an <br />authorized representative of the other party; provided however, that Juvval Tech may assign its <br />rights hereunder to any entity resulting from any reorganization to which Juvval Tech is a party or <br />any entity or person to which Juvval Tech may transfer it assets. <br />10.9. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties with <br />respect to its subject matter and supersedes all prior agreements between the parties with <br />respect to its subject matter. <br />10.10. FORCE MAJEURE. Nonperformance of either party shall be excused for the time or to the extent that <br />performance is delayed or rendered impossible by strike, fire, flood, other natural or man-made <br />disasters, governmental acts or orders or restrictions, failure of suppliers, acts of terrorism or any other <br />reason where failure to perform is beyond the reasonable control of the non-performing party. Both <br />parties shall make reasonable efforts to resume performance in a timely manner. <br />10.11. ACKNOWLEDGEMENT. The parties covenant that they have read all of the provisions of this Agreement <br />and agree that (a) <br />businesses; (b) the parties have been induced to enter into this Agreement in reliance upon the other