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Employment Specialist, 5200 Dover Center Road, North Olmstead, Ohio 44070 in the case <br />of Client. <br />10. AssilInment: <br />The Client may not assign its rights or obligations under this Agreement. Sedgwick may <br />assign or subcontract part of the services required hereunder and may at its discretion <br />delegate to a subsidiary or affiliate such of its duties as it deems appropriate, provided that <br />such subcontracting or delegation shall not relieve Sedgwick of any of its obligations <br />hereunder. <br />11. Entire Agreement and Modification or Amendment: <br />This Agreement and its attached exhibits and schedules represents the full and final <br />understanding of the parties with respect to the subject matter described herein and <br />supersedes any and all prior agreements or understandings, written or oral, express or <br />implied. This Agreement may be modified or amended only by a written statement signed <br />by both parties. <br />12. Applicable Law: <br />The terms and conditions of this Agreement shall be governed by the laws of the State of <br />Tennessee without regard to conflicts of law principles. If any dispute or claim arises <br />hereunder that the parties are not able to resolve amicably, the parties agree and stipulate <br />that such litigation shall be resolved in the State of Tennessee, and the parties irrevocably <br />submit to the exclusive venue and jurisdiction of such court for the purpose of any such <br />action or proceeding. In the event of a dispute between the parties resulting in litigation, the <br />prevailing party may, in addition to any other relief obtained, recover its court costs and <br />reasonable attorney's fees. <br />13. Force Maieure: <br />Neither party shall be liable to the other party or be deemed to have breached this Agreement <br />for any failure or delay in the performance of all or any portion of its obligations under this <br />Agreement if such failure or delay is due to any contingency beyond its reasonable control <br />(a "force majeure"). Without limiting the generality of the foregoing, such contingency <br />includes, but is not limited to, acts of God, fires, floods, pandemics, storms, earthquakes, <br />riots, boycotts, strikes, lock -outs, acts of terror, wars and war operations, restraints of <br />government, power or communication line failure or other circumstance beyond such <br />party's reasonable control, or by reason of the bankruptcy, receivership or other insolvency <br />proceeding of any bank or other financial institution where funds to pay losses and allocated <br />loss adjustment expenses are held,_or by reason of a judgment, ruling or order of any court <br />or agency of competent jurisdiction or change of law or regulation subsequent to the <br />execution of this Agreement. Both parties are obligated to provide reasonable back-up <br />capability to avoid the potential interruptions described above. If a force majeure occurs, <br />the party delayed or unable to perform shall give immediate notice to the other party. Client <br />acknowledges that the foregoing provision does not apply to Client's obligation to make <br />timely payment of any fees due Sedgwick, and that Sedgwick shall be entitled to all <br />C/20912 9 <br />