Netgear 2012 Annual Report Download - page 232

claim that affords the prevailing Party the right to recover attorneys’
fees and/or costs, then the arbitrator shall award to the Party that
substantially prevails in the arbitration its costs and expenses, including reasonable attorneys’ fees. The arbitrator’
s award shall be final,
nonappealable and binding upon the Parties, subject only to the provisions of 9 U.S.C. Section 10, and may be entered as a judgment in
any court of competent jurisdiction. The arbitrator shall have authority to award any remedy or relief that a court of the State of
California could order or grant, including specific performance of any obligation created under this Agreement, the issuance of an
injunction, or the imposition of sanctions for abuse or frustration of the arbitration process. The arbitrator shall award reasonable
attorneys’ fees, costs, and expert witness fees to the prevailing Party.
13.12 Consent to Jurisdiction . Subject to Section 13.11 , and without limiting the other provisions of this Section 13.12
, the
Parties hereto agree that any legal proceeding by or against any Party hereto or with respect to or arising out of this Agreement shall be
brought in the Chancery Court of the State of Delaware located within New Castle County. Subject to Section 13.11
, by execution and
delivery of this Agreement, each Party hereto irrevocably and unconditionally submits to the exclusive jurisdiction of such courts solely
for the purposes of disputes arising under this Agreement and not as a general submission to such jurisdiction or with respect to any
other dispute, matter or claim whatsoever. The Parties hereto irrevocably consent to the service of process out of any of the
aforementioned courts in any such action or proceeding by the delivery of copies thereof by overnight courier to the address for such
party to which notices are deliverable hereunder. Any such service of process shall be effective upon delivery. Nothing herein shall
affect the right to serve process in any other manner permitted by applicable Law. The Parties hereto hereby waive any right to stay or
dismiss any action or proceeding under or in connection with this Agreement brought before the foregoing courts on the basis of (a) any
claim that it is not personally subject to the jurisdiction of the above-
named courts for any reason, or that it or any of its property is
immune from the above-
described legal process, (b) that such action or proceeding is brought in an inconvenient forum, that venue for
the action or proceeding is improper or that this Agreement may not be enforced in or by such courts, or (c) any other defense that
would hinder or delay the levy, execution or collection of any amount to which any Party hereto is entitled pursuant to any final
judgment of any court having jurisdiction.
13.13 WAIVER OF JURY TRIAL
. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL
RIGHT TO TRIAL BY JURY AND ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT,
TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF ANY PARTY
HERETO IN NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.
13.14 Counterparts
. This Agreement and any signed agreement or instrument entered into in connection with this
Agreement, and any amendments hereto or thereto, may be executed in two or more counterparts and by the different Parties hereto on
separate counterparts, each of which when so executed and delivered shall be an original, but all of which together shall constitute one
and the same instrument. Any such counterpart, to the extent delivered by means of a fax machine or by .pdf, .tif, .gif, .jpeg or similar
attachment to electronic mail (any such delivery, an “ Electronic Delivery ”)
shall be treated in all manner and respects as an original
executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof
delivered in person. No Party hereto shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or
agreement or
- 81 -