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DOR Contract Number: K1687 <br />Xl. Miscellaneous <br />A. Governing Law and Venue. This Agreement shall be governed by the laws of the State of <br />Washington. Any action arising out of this Agreement must be commenced in Thurston County, <br />Washington. <br />B. Interpretation. This Agreement shall be interpreted to the extent possible in a manner consistent <br />with all applicable laws and not strictly for or against either party. <br />C. No Waiver. The failure of either party to enforce any term in any one or more instance will not be <br />construed as a waiver or otherwise affect any future right to insist upon strict performance of the <br />term. No waiver of any term of this Agreement shall be effective unless made in writing and <br />signed by personnel authorized to bind the party against whom enforcement is sought. <br />D. Assignment and Delegation. Either party may assign any right or interest, or delegate any duty or <br />obligation, arising under this Agreement upon thirty (30) days written notice to the other party. <br />E. Severability. If any provision of this Agreement is held invalid by a court of competent jurisdiction, <br />the remaining provisions of this Agreement shall be given effect to the extent consistent with <br />applicable law and the fundamental purpose of this Agreement. <br />F. Survival. Terms of this Agreement which by their nature would continue beyond termination will <br />survive termination of this Agreement for any reason, including without limitation, Sections 3 <br />through 7 in Exhibit A. <br />G. No third party beneficiaries. This Agreement is for the benefit of the parties and their successors <br />and may not be enforced by any non-party. <br />H. Amendments. No amendment to this Agreement is enforceable unless made in writing and <br />signed by personnel authorized to bind the party against whom enforcement is sought. <br />I. Merger and integration. This Agreement contains all the terms and conditions agreed upon by <br />the parties. No other understandings, oral or otherwise, regarding the subject matter of this <br />Agreement shall be deemed to exist or to bind any of the parties. <br />J. Changes in law. The provisions of this Agreement shall be deemed to change in a manner that is <br />consistent with any changes to any directly applicable statutory authority, provided that the <br />change is consistent with the manifest intent of this Agreement and does not conflict with any of <br />its express provisions. Any such change to this Agreement shall be effective on the effective date <br />of the change in authority. <br />84 <br />Page 4 of 10 <br />