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PRIME -G0V' bylaw to make any such deduction or withholding and Customer has given prior notification to Supplier of such legal obligations on the Customer's part. 27 ENFORCEMENT BY THIRD PARTIES The terms and conditions of this Agreement are for the sole benefit of the parties and nothing herein will be construed as giving any rights to any person or parry not a party to it. 28 INVALIDITY/SEVERABILITY If any clause or part of this Agreement is found by any court, tribunal, administrative body or authority of competent jurisdiction to be illegal, invalid or unenforceable then that provision wlII, to the extent required, be severed from this Agreement and will be ineffective without, as far as is possible, modifying any other clause or part of this Agreement and this will not affect any other provisions of this Agreement which will remain in full force and effect. 29 VARIATION This Agreement may only be varied or amended in writing and signed by the parties or their authorized representatives of each of the parties. 30 WAIVER No failure or delay by the Supplier to exercise any right, power or remedy will operate as a waiver of it nor will any partial exercise preclude any further exercise of the same, or of some other right, power or remedy. 31 DISPUTE RESOLUTION 31.1 If a dispute arises out of or in connection with this Agreement or the performance, validity or enforceability of it ("Dispute") then, except as expressly provided in this Agreement, the parties shall follow the dispute resolution procedure set out in this clause 32. 31.2 The parties will initially seek to resolve the Dispute through discussion and negotiation in good faith between the appropriate officers of the parties. If the Dispute is not resolved, through discussion and negotiation under this section, within thirty (30) days (or such alternative time period as may be agreed between the Parties), the following procedure will apply. 32 GOVERNING LAW AND JURISDICTION 32.1 The formation, existence, construction, performance, validity and all aspects whatsoever of this Agreement or of any term of this Agreement will be governed by the laws of the State of California. 32.2 The courts of Orange County will have non-exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement. The parties irrevocably agree to submit to that jurisdiction except that either party may seek injunctive relief in any court of competent jurisdiction. 33 MERGER AND MODIFICATION This Agreement, including the attached documents, constitutes the entire agreement between the parties. There are no understandings, agreements, or representations, oral or written, not specified within this Agreement. This Agreement may not be modified, supplemented, or amended, in any manner, except by written agreement signed by both parties. 34 NONDISCRIMINATION AND COMPLIANCE WITH LAWS Supplier agrees to comply with all applicable laws, rules, regulations, and policies, including those relatingto nondiscrimination, accessibility, and civil rights. Supplier agrees to timely file all required reports, make required payroll deductions, and timely pay all taxes and premiums owed, including sales and use taxes and unemployment compensation and workers' compensation premiums. Supplier shall have and keep current at all times during the term of this Agreement all licenses and permits required by law. SIGNED BY the parties on the date stated at the beginning of this Agreement. PRIME GOVERNMENT SOLUTIONS INC .................................................................. Sherif f,M,�,�a„„„mrngn Agib CUSTOMER NAME ......See attached signature