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18.9 Severability. if any term or provision of this Agreement is invalid, illegal or <br /> unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other <br /> term or provision of this Agreement or invalidate or render unenforceable such term or provision in any <br /> other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or <br /> unenforceable,the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the <br /> original intent of the parties as closely as possible in a mutually acceptable manner in order that the <br /> transactions contemplated hereby be consummated as originally contemplated to the greatest extent <br /> possible. <br /> 18.10 Governing Law and Venue. This Agreement shall be governed by and construed <br /> in accordance with the internal laws of the State of Washington without giving effect to any choice or <br /> conflict of law provision or rule(whether of the State of Washington or any other jurisdiction)that would <br /> cause the application of Laws of any jurisdiction other than those of the State of Washington. Any legal <br /> suit, action or proceeding arising out of or related to this Agreement or the Services provided hereunder <br /> shall be instituted exclusively in the federal courts of the United States or the courts of the State of <br /> Washington in each case located in the County of Clark,and each party irrevocably submits to the exclusive <br /> jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or <br /> other document by mail to such party's address set forth herein shall be effective service of process for any <br /> suit,action or other proceeding brought in any such court. <br /> 18.11 Equitable Relief. Each party acknowledges that a breach by a party of Section 10 <br /> (Intellectual Property Rights; Ownership) or Section 11 (Confidential Information) may cause the non- <br /> breaching party irreparable damages, for which an award of damages would not be adequate compensation <br /> and agrees that, in the event of such breach or threatened breach, the non-breaching party will be entitled <br /> to seek equitable relief, including a restraining order, injunctive relief, specific performance and any other <br /> relief that may be available from any court, in addition to any other remedy to which the non-breaching <br /> party may be entitled at law or in equity. Such remedies shall not be deemed to be exclusive but shall be in <br /> addition to all other remedies available at law or in equity, subject to any express exclusions or limitations <br /> in this Agreement to the contrary. <br /> 18.12 Attorneys'Fees. In the event that any action,suit,or other legal or administrative <br /> proceeding is instituted or commenced by either party hereto against the other party arising out of or related <br /> to this Agreement,the prevailing party shall be entitled to recover its reasonable attorneys' fees and court <br /> costs from the non-prevailing party. <br /> 18.13 Counterparts. This Agreement may be executed in counterparts, each of which <br /> shall be deemed an original,but all of which together shall be deemed to be one and the same agreement. <br /> A signed copy of this Agreement delivered by facsimile,e-mail,or other means of electronic transmission <br /> shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. <br /> (Signature Page Follows( <br /> 2110321/2/VWCl102181-0003 <br /> PAGE I 1 -SAFETEC MASTER SERVICES AGREEMENT <br />