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8 <br /> <br />A. This MOU, including Attachment A attached hereto and incorporated herein by <br />reference, constitute the sole agreement of the Parties with regard to the matters <br />covered in this MOU, and correctly states the rights, duties and obligations of <br />each Party as of the document’s date. Any prior agreement, promises, <br />negotiations or representations between the Parties not expressly stated in this <br />MOU are not binding. All subsequent amendments shall be in writing and signed <br />by the Parties. In the event of a conflict between the terms, conditions or <br />specifications set forth herein and those in the exhibits, the terms, conditions or <br />specifications set forth herein shall prevail. <br /> <br />B. Headings in this MOU are for convenience only and not intended to define, <br />interpret or limit the terms and conditions herein. <br /> <br />C. This MOU is intended for the sole benefit of the parties and is not intended to nor <br />shall be construed to confer any benefit or create any right in any third party. <br /> <br />D. If any provision of the MOU or the application thereof to any person, entity or <br />circumstance shall, to any extent, be invalid or unenforceable, the remainder of <br />this MOU, or the application of such provision to persons, entities or <br />circumstances, other than those as to which it is invalid or unenforceable, shall <br />not be affected thereby, and each other provision of this MOU shall be valid and <br />be enforceable to the fullest extent permitted by law. <br /> <br />E. This MOU may be executed in one or more counterparts, each of which <br />shall be considered an original and all of which shall constitute a single <br />instrument. <br /> <br />F. Each Party warrants that the individuals who have signed this MOU have the <br />legal power, right, and authority to make this agreement and to bind each <br />respective Party. <br /> <br />17. GOVERNING LAW <br /> <br />This MOU will be governed by the laws of the State of California, and any suit or action <br />initiated by any Party must be brought in the County of San Mateo, California. <br />DocuSign Envelope ID: 34112E56-863A-484B-92EE-0732DC70B0F9