remedy of Distributor and its customers, with respect to any actual or alleged intellectual property infringement by the Products. 20. Limitation of Liability 20.1 Neither Tripath nor Distributor will be liable for any incidental or consequential -7- Distributor Agreement damages (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss) arising out of this Agreement, even if advised of the possibility of such damages. 21. General 21.1 Assignment. This Agreement is not assignable by Distributor without prior written consent of Tripath, which will not be unreasonably withheld. Tripath is free to assign this contract without Distributor's consent. 21.2 Modifications. This Agreement may be modified only in writing signed by an officer of each party. 21.3 Headings. The headings of the several Sections are inserted for convenience of reference only, and are not intended to be part of nor to affect the meaning or interpretation of this Agreement. 21.4 Notices. All notices under this Agreement will be sent by receipted courier (e.g., U.P.S.). 21.5 Non-Waiver. The failure of either party to enforce at any time any of the provisions of this Agreement will not be construed as a waiver of the right of such party to subsequently enforce any such provisions or a waiver of the provision itself. 21.6 Governing Law. This Agreement will be governed by the laws of California, without reference to conflicts of laws. 21.7 Arbitration. Any dispute or claim arising out of this Agreement will be referred to and resolved by the International Chamber of Commerce ("ICC") in accordance with the ICC Arbitration Rules. The venue for such arbitration will be Santa Clara County, California, USA. -8- Distributor Agreement This Agreement supersedes all proposals, oral or written, all negotiations, or discussions between or among the parties relating to