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Miscellaneous: In case any provision contained in this agreement shall, for any reason, be held invalid or unenforceable in any respect, such invalidity or unenforceability shall not affect the other provisions of this agreement, and such provision will be construed and enforced so as to render it valid and enforceable consistent with the general intent of the parties insofar as possible under applicable law. With respect to the enforcement of this agreement, no waiver of any right hereunder shall be effective unless it is in writing. For purposes of construction of this agreement, any ambiguity shall not be construed against either party as the drafter. This agreement may be executed in more than one counterpart, and signatures transmitted via facsimile shall be deemed equivalent to originals. You and the Company agree that the exclusive venue for any lawsuit or administrative action between you and the Company (and its affiliates, shareholders, directors, officers, successors, and assigns) relating in any manner whatsoever to your employment or termination, including any claims under this Agreement, shall be a state or federal court (or, upon mutual agreement, an arbitrator) located in Santa Clara County, California, except as otherwise mutually agreed. The prevailing party in any action relating to this Agreement shall be entitled to recover reasonable attorneys fees and legal costs as determined by the court or arbitrator in any such action.