Any dispute arising under this Agreement shall be resolved exclusively by the state and/or federal courts of the State of California, County of San Francisco and/or the Northern District of California.  The waiver of any provision of the Agreement shall not be considered a waiver of any other provision or of Gap Inc.'s right to require strict observance of each of the terms herein.  If any provision of the Agreement is found to be unenforceable or invalid for any reason, that provision shall be severable, and all other provisions shall remain in full force and effect.