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<br />, <br /> <br />14. SOLE AGREEMENT; COUNTERPARTS; MODIFICATIONS; WAIVER <br /> <br />This Agreement contains the entire understanding of the parties relating to its subject <br />matter and supersedes any prior agreement or understanding, however expressed. This <br />Agreement may be executed in counterparts, each of which will be an original, but all of <br />which together will constitute one and the same Agreement. This Agreement may not <br />be amended except in a writing signed by both parties. Any waiver by one party of a <br />breach of this Agreement will not be construed as a continuing waiver. <br /> <br />15. NO IMPLIED WAIVER <br /> <br />The failure of either party, at any time, to require performance by the other party of any <br />provisions herein shall not affect in any way the full right to require such performance at <br />any time thereafter. Nor shall the waiver of either party of a breach of any provision <br />hereof be taken or held to be a waiver of the provision itself. <br /> <br />16. GOVERNING LAW <br /> <br />The laws of the State of California will govern the validity of this Agreement and of any <br />of its terms or provisions as well as the rights and duties of the parties hereunder. <br /> <br />;~; ;:\J ';"-;_.~~ r~'\;'1~' ,.:/,:~~~:-7:'< <br />t;".\.t' .....',,',l.i.i..1w......,.. ,\', <br /> <br />Page 5 of 8 <br />