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ARTICLE 9.0 GOVERNING LAW <br />9. 1 The terms and provisions of this Agreement shall be construed under and governed by the <br />laws of Ohio (to which all Parties hereto consent to venue and jurisdiction). <br />ARTICLE 10.0 DISCLAIMER OF JOINT VENTURE <br />10.1 This Agreement is not intended to create a joint venture, partnership or agency <br />relationship between the Parties, and such joint venture, partnership, or agency <br />relationship is specifically hereby disclaimed. <br />ARTICLE 11.0 AUTHORITY TO EXECUTE <br />11.1 Each person executing this Agreement represents and warrants that it is duly authorized <br />to execute this Agreement by the party on whose behalf it is so executing. <br />ARTICLE 12.0 MODIFICATION OF AGREEMENT <br />12.1 This Agreement may only be modified by written instrument executed by each party. <br />ARTICLE 13.0 MERGER CLAUSE <br />13.1 This Agreement, along with any exhibits attached hereto, encompasses the entire <br />agreement of the Parties, and supersedes all previous understandings and agreements <br />between the Parties, whether oral or written. <br />ARTICLE 14.0 MISCELLANEOUS <br />14.1 Execution in Counterparts. This Agreement maybe executed in any number of . <br />counterparts. Each counterpart, when so executed, shall be deemed to be an original and <br />all of which together shall constitute one and the same Agreement. <br />14.2 Severability. If any term or provision of this Agreement is determined to be illegal, <br />unenforceable, or invalid, in whole or in part for any reason, such provision shall be <br />stricken from this Agreement and such provision shall riot affect the validity of the <br />remainder of this Agreement. <br />14.3 Headings. The headings in this Agreement are included for convenience only and <br />shall neither affect the construction nor the interpretation of any provision in this <br />Agreement. <br />14.4 Relationship of Agreement to Exhibits. The exhibits to this Agreement are'attached for <br />reference purposes only. Nothing in this Agreement shall be construed to modify, alter, <br />clarify, or give effect. to the terms and conditions of the various exhibits attached to this <br />Agreement. <br />