Rosetta Stone 2010 Annual Report Download - page 136

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(e) Governing Law. This Agreement shall be governed by the internal laws of the Commonwealth of Virginia,
irrespective of the choice of law rules of any jurisdiction.
(f) Should any provision of this Agreement be declared illegal or unenforceable by any court of competent
jurisdiction and cannot be modified to be enforceable, such provision shall immediately become null and void, leaving the remainder
of this Agreement in full force and effect. Notwithstanding the foregoing, if Section 2(a), above, is declared void or unenforceable,
then this Agreement shall be null and void and both parties shall be restored to the positions that they occupied before the Agreement's
execution (meaning that, among other things, all sums paid by the Company pursuant to Section 1, above, shall be immediately
refunded to the Company); provided that in such circumstances this Agreement and the facts and circumstances relating to its
execution shall be inadmissible in any later proceeding between the parties, and the statutes of limitations applicable to claims asserted
in the proceeding shall be deemed to have been tolled for the period between the Effective Date and 10 days after the date on which
Section 2(a) is declared unenforceable.
(g) This Agreement constitutes the entire agreement of the parties and a complete merger of prior negotiations
and agreements.
(h) This Agreement shall not be modified except in a writing signed by the parties.
(i) Waiver. No term or condition of this Agreement shall be deemed to have been waived, nor shall there be
an estoppel against the enforcement of any provision of this Agreement, except by a writing signed by the party charged with the
waiver or estoppel. No waiver of any breach of this Agreement shall be deemed a waiver of any later breach of the same provision or
any other provision of this Agreement.
(j) Headings are intended solely as a convenience and shall not control the meaning or interpretation of any
provision of this Agreement.
(k) Pronouns contained in this Agreement shall apply equally to the feminine, neuter and masculine genders.
The singular shall include the plural, and the plural shall include the singular.
(l) Each party shall promptly execute, acknowledge and deliver any additional document or agreement that
the other party reasonably believes is necessary to carry out the purpose or effect of this Agreement.
(m) Any party contesting the validity or enforceability of any term of this Agreement shall be required to prove
by clear and convincing evidence fraud, concealment, failure to disclose material information, unconscionability, misrepresentation or
mistake of fact or law.
(n) The parties acknowledge that they have reviewed this Agreement in its entirety and have had a full and fair
opportunity to negotiate its terms and to consult with counsel of their own choosing concerning the meaning and effect of this
Agreement. Each party therefore waives all applicable rules of construction that any provision of this Agreement should
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