Termination Agreement

BACKGROUND

A. The Parties are presently bound by a Service Agreement referenced by their unique Event ID#.

B. The Parties wish to terminate the Service Agreement and resolve any and all rights and obligations arising out of the Service Agreement.

IN CONSIDERATION OF and as a condition of the Parties entering into this Agreement and other valuable consideration, the receipt and sufficiency of which consideration is acknowledged, the Parties agree as follows:

TERMINATION

1. By this Agreement the Parties mutually terminate and cancel the Service Agreement effective on the signing of this Agreement.

OUTSTANDING OBLIGATIONS

2. The Parties acknowledge by this Agreement that the consideration provided and received by each other is fair, just and reasonable and that no further consideration, compensation or obligation will be due, payable or owing with regard to the Service Agreement as of the execution date of this Agreement.

RELEASE

3. By this Agreement the Parties release each other from any and all claims, causes of action, demands and liabilities of whatever nature which either Party had in the past, has now or may have in the future arising from or related to the Service Agreement.

CONFIDENTIALITY

4. The Parties acknowledge and agree that all parties to this Agreement will keep completely confidential the financial, operational, or confidential information of any kind not already public.

GOVERNING LAW

5. This Agreement, and any dispute arising out of or relating to this Agreement, shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. Any and all legal actions or proceedings arising out of or relating to this Agreement, its validity, performance, or the relationships established hereunder, shall be brought and maintained exclusively in the state or federal courts located within Santa Clara County, California. The parties hereby consent to and acknowledge the personal jurisdiction of these courts and waive any defense of inconvenient forum to the maintenance of any action or proceeding in such venues

MISCELLANEOUS PROVISIONS

6. Time is of the essence in this Agreement.

7. This Agreement may be executed in counterparts. Digital and facsimile signatures are binding and are considered to be original signatures.

8. This Agreement will not be assigned either in whole or in part by any party to this Agreement without the written consent of the other Party.

9. If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the Parties' intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.

10. This Agreement contains the entire agreement between the Parties. All negotiations and understandings have been included in this Agreement. Statements or representations which may have been made by any Party in the negotiation stages of this Agreement may in some way be inconsistent with this final written Agreement. All such statements are declared to be of no value in this Agreement. Only the written terms of this Agreement will bind the Parties.

11. This Agreement and the terms and conditions contained in this Agreement apply to and are binding upon the Parties and their respective successors, assigns, executors, administrators, beneficiaries and representatives.

12. All of the rights, remedies and benefits provided by this Agreement will be cumulative and will not be exclusive of any other such rights, remedies and benefits allowed by law.