Rosetta Stone 2011 Annual Report Download - page 138

12. Miscellaneous.
(a) Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any
respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other
provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.
(b) Complete Agreement. This Agreement, those documents expressly referred to herein and other documents of
even date herewith embody the complete agreement and understanding among the parties and supersede and preempt any prior
understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter
hereof in any way.
(c) Counterparts; Facsimile Transmission. This Agreement may be executed in separate counterparts, each of which
is deemed to be an original and all of which taken together constitute one and the same agreement. Each party to this Agreement
agrees that its own telecopied signature will bind it and that it accepts the telecopied signature of each other party to this Agreement.
(d) Successors and Assigns. Except as otherwise provided herein, this Agreement shall bind and inure to the benefit
of and be enforceable by Executive, the Company and their respective successors and assigns; provided that the rights and obligations
of the parties under this Agreement shall not be assignable without the prior written consent of the other party, except for assignments
by operation of law and assignments by the Company to any successor of the Company by merger, consolidation, combination or sale
of assets. Any purported assignment in violation of these provisions shall be void ab initio.
(e) Choice of Law; Jurisdiction. All questions or disputes concerning this Agreement and the exhibits hereto will be
governed by and construed in accordance with the internal laws of the Commonwealth of Virginia, without giving effect to any choice
of law or conflict of law provision or rule (whether of the Commonwealth of Virginia or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the Commonwealth of Virginia. The parties hereby: (i) submit to the non-
exclusive jurisdiction of any state or federal court sitting in the Commonwealth of Virginia in any action or proceeding arising out of
or relating to this Agreement; and (ii) agree that all claims in respect of such action or proceeding may be heard or determined in any
such court. Each party hereby waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought.
The parties hereby agree that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit
on the judgment or in any other manner provided by law.
(f) Remedies. Each of the parties to this Agreement will be entitled to enforce its rights under this Agreement
specifically, to recover damages and costs (including attorney's fees) caused by any breach of any provision of this Agreement and to
exercise all other rights existing in its favor. The parties hereto agree and acknowledge that money damages may not be
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