Rosetta Stone 2011 Annual Report Download - page 148

for the period between the Effective Date and 10 days after the date on which Section 2(a) is declared unenforceable.
(g) This Release constitutes the entire agreement of the parties and a complete merger of prior negotiations
and agreements.
(h) This Release shall not be modified except in a writing signed by the parties.
(i) No term or condition of this Release shall be deemed to have been waived, nor shall there be an estoppel
against the enforcement of any provision of this Release, except by a writing signed by the party charged with the waiver or estoppel.
No waiver of any breach of this Release shall be deemed a waiver of any later breach of the same provision or any other provision of
this Release.
(j) Headings are intended solely as a convenience and shall not control the meaning or interpretation of any
provision of this Release.
(k) Pronouns contained in this Release 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 Release.
(m) Any party contesting the validity or enforceability of any term of this Release 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 Release 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
Release. Each party therefore waives all applicable rules of construction that any provision of this Release should be construed
against its drafter, and agrees that all provisions of the agreement shall be construed as a whole, according to the fair meaning of the
language used.
(o) Every dispute arising from or relating to this Release shall be tried only in the state or federal courts
situated in the Commonwealth of Virginia. The parties consent to venue in those courts, and agree that those courts shall have
personal jurisdiction over them in, and subject matter jurisdiction concerning, any such action.
(p) In any action relating to or arising from this Release, or involving its application, the party substantially
prevailing shall recover from the other party the expenses incurred by the prevailing party in connection with the action, including
court costs and reasonable attorneys' fees.
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