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venture arrangement among the parties is intended. This Agreement is <br />binding upon and inures to the benefit of the parties and their respective <br />successors and assigns. <br />b. Integration; Modification. This Agreement sets forth the entire agreement <br />between the parties, and replaces and supersedes all other contracts, <br />agreements and understandings, written or oral, relating to the subject <br />matter hereof. The Agreement may not be changed or modified, except by <br />written instrument executed by both parties. <br />c. Notices. All notices and communications required or permitted to be given <br />under this Agreement shall be in writing and shall be considered given and <br />delivered when personally delivered with a signed acknowledgement. <br />d. Counterparts. This Agreement may be executed in separate counterparts <br />each of which when so executed and delivered shall be an original, but all of <br />such counterparts shall together constitute but one and the same instrument. <br />e. Governing Law. This Agreement shall be governed by, construed, <br />interpreted, and enforced in accordance with the laws of Ohio without regard <br />to the principles or provisions of conflict of laws. Any dispute regarding this <br />Agreement shall be resolved in the state or federal courts of Ohio only. The <br />Parties hereby consent to the jurisdiction of those courts. <br />C Assignment. This Agreement is not assignable by either party. <br />g. Waiver. Waiver by any party of any term or condition of this Agreement or <br />any breach hereof does not constitute a waiver of any other term or condition. <br />h. Severability. The provisions of this Agreement are severable, and if any <br />provisions are held to be illegal, invalid or unenforceable, such holding does <br />not affect the legality, validity or enforceability of any other provision. <br />[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] <br />0 <br />