Apple 1997 Annual Report Download - page 115

11. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall constitute an original.
12. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the Company and its successors and assigns, and shall inure to the
benefit of Indemnitee and Indemnitee's estate, heirs, legal representatives and assigns.
13. ATTORNEYS' FEES. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms
hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys' fees, incurred by Indemnitee with
respect to such action, unless as a part of such action, the court of competent jurisdiction determines that the material assertions made by
Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the
Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court
costs and expenses, including reasonable attorneys' fees, incurred by Indemnitee in defense of such action (including with respect to
Indemnitee's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that Indemnitee's
material defenses to such action were made in bad faith or were frivolous.
14. NOTICE. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed duly
given (i) if delivered by hand and receipted for by the party addressee, on the date of such receipt, (ii) if mailed by domestic certified or
registered mail with postage prepaid, on the fifth business day after the date postmarked, or (iii) if sent by confirmed telex or facsimile, on the
date sent. Notices shall be addressed as follows:
(a) if to the Company:
Apple Computer, Inc.
1 Infinite Loop, Mail Stop 75-8A Cupertino, California 95014
Telephone: [phone]
Facsimile: [phone]
Attention: General Counsel;
(b) if to Indemnitee, to the address of Indemnitee set forth under Indemnitee's signature below;
or to such other address or attention of such other person as any party shall advise the other parties in writing.
15. CONSENT TO JURISDICTION; CHOICE OF VENUE. The Company and Indemnitee each hereby irrevocably consents to the
jurisdiction of the courts of the State of California and the federal courts within the State for all purposes in connection with any action or
proceeding which arises out of or relates to this Agreement and agree that any action instituted under this Agreement shall be brought only in
the United States District Court for the Northern District of California and any California State court within that District.
16. CHOICE OF LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND ITS PROVISIONS CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF CALIFORNIA AS APPLIED TO CONTRACTS BETWEEN CALIFORNIA RESIDENTS
ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN CALIFORNIA.
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