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providing services in any other state, workers' compensation coverage covering those employees <br />for at least $100,000 and shall provide a certificate of insurance to Customer evidencing such <br />coverage within 30 days of the effective date of this Agreement. <br />11. Entire Agreement. This Agreement, including and together with any related exhibits, <br />schedules, attachments, and appendices, constitutes the sole and entire agreement of the Parties <br />with respect to the subject matter contained herein, and supersedes all prior and <br />contemporaneous understandings, agreements, representations, and warranties, both written and <br />oral, regarding such subject matter. <br />12. Se-erability. If any term or provision of this Agreement is found by a court of <br />competent jurisdiction to be invalid, illegal, or unenforceable, such invalidity, illegality, or <br />unenforceability shall not affect any other term or provision of this Agreement or invalidate or <br />render unenforceable such term or provision in any other jurisdiction <br />13. Amendments. No amendment or modification of this Agreement is effective unless it <br />is in writing and signed by an authorized representative of each Party. <br />14. Waiver. No waiver by any Party of any of the provisions of this Agreement shall be <br />effective unless explicitly set forth in writing and signed by the Party so waiving. Except as <br />otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, <br />remedy, power, or privilege arising from this Agreement shall operate or be construed as a <br />waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege <br />hereunder preclude any other or further exercise thereof or the exercise of any other right, <br />remedy, power, or privilege. <br />15. Successors and Assigns. This Agreement is binding on and inures to the benefit of the <br />Parties and their respective successors and permitted assigns. <br />16. Choice of Law. This Agreement and all related documents are governed by, and <br />construed in accordance with, the laws of the State of Ohio, United States of America. <br />17. Counterparts. This Agreement may be executed in counterparts, each of which is <br />deemed an original, but all of which together are deemed to be one and the same agreement. <br />[Signature Page to Immediately Follow] <br />rd <br />