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NEO SO manner set forth aboye, provided that notice of a change of address will be effective only upon receipt. Section 2.11 Waiver Waiver by either party of or the failure of any pariy hereto to enforce at any time its rights with regard to any breach or failure to comply with any provision of this Agreement by the other party may not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other future breach of or failure to comply with the same provision or any other provision of this Agreement. Section 2.12 Governina Lavv; Invaliditv This Agreement virill be construed and enforced in accordance with, and governed by, the laws of the State of Ohio without regard to rules of conf(ict of laws. If any provision of this Agreement is held invalid, then the remainder of this Agreement.wif( continue in force as if the invalidated provision did not exist. Section 2.13 Modification No release, discharge, abandonment, waiver, alteration, or modification of any of the provisions of this Agreement, or any of the Exhibits or Appendices referred to herein, will be binding upon either party unless set forth in a writing signed by both parties. Section 2.14 Assignment This Agreement and the rights and obligations hereunder may be assignable by any Party hereto without the prior written consent of the other Party; provided that no such assignment will relieve the assignor of any of its obligations under this Agreement. Any instrument purporting to make an assignment in violation of this Section will be null and void. Section 2.15 Entire Aqreement This Agreement, together with all attachments, appendices and exhibits hereto, constitutes the entire agreement between NEOISO and NORTH AMERICAN with respecf to the subject matter hereof and supersedes all prior oral or written representations and agreements with regard to the same subject matter. If NEOSO, a Member, or a Participant uses any purchase order, order request or other document in connection with purchases hereunder that is not attached to this Agreement as an exhibit or appendix, the terms of such documents will have no effect. The parties acknowledge that this Agreement has been negotiated and incorporates their collective agreement as to the provisions to be contained herein. Therefore, no presumption will arise giving benefit of interpretation by virtue of authorship of any provision of this Agreement. Section 2.16 Execution in Counteraarts This Agreement may be executed in one or more counterparts, all of which will be considered one and the same agreement, and will become a binding agreement when one or more counterparts have been signed by each party and delivered to the other parties. Section 2.17 Titles and Headinqs Titles and headings to sections herein are inserted for the convenience of reference only and may not be deemed to be a part of or to affect the meaning or interpretation of this Agreement. Section 2.18 Severabilitv If any part, term or provision of this Agreement is declared unlawful or unenforceable, by judicial determination or performance, the remainder of this Agreement will remain in full force and effect. -8- Northeast Ohio Sourcing Office 4829 Galaxy Parkvvay Suite A p ? 216.839.1500 www.neoso.org Cleveland, OH 44128 f ? 216.503.4247