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12. MISCET.T.l\NEOUS li..J.. INTEGRATION. This Agreement constitutes the sole agreement of the parties with respect to the subject matter hereof and supersedes all oral negotiations and prior writings with respect to the subject matter hereof. This Agreement may be amended by written agreement of both parties. ~ AMENDMENT fJill WAIVER. No amendment of this Agree- ment, and no waiver of anyone or more of the provisions hereof shall be effective unless set forth in writing and signed by the parties hereto. ~ SEVERABILITY OF PROVISIONS. Any provision in this Agreement that is held to be inoperative, unenforceable, voidable or invalid in any jurisdiction, shall as to that jurisdiction, be inoperative, unenforceable, voidable or invalid without affecting the remaining provisions in any other jurisdiction, and to this end, the provisions of this Agreement are held to be severable. 12.4 SURVIVAL OF PROVISIONS. The provisions of this Agreement with respect to the remedies of the DONOR and ZOO shall survive the termination of this Agreement. ~ NOTICES. Any notice permitted or required to be given by one party to the other hereunder may be delivered per- sonally or by mail and a copy sent by facimile. If delivery is made by mail, it shall be deemed to be completed five (5) days after a true coPY thereof is deposited certified mail, postage prepaid in the Un1ted States mail addressed to the party intend- ed at the party's address set forth herein above. 12.6 FEES. Should either party hereto commence action at law or in equity against the other to enforce any obligation hereunder, the prevailing party shall be entitled to recover from the other party reasonable attorney's fees and all costs associ- ated with such action. ll...l. COUNTERPARTS. This Agreement may be executed in any number of counterparts and by different parties on separate counterparts. Each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement. 12.8 GOVERNING ~ This Agreement shall be construed in accordance with and governed by the internal laws of the State in which the ZOO is located. 12.9 GUARANTEE = INSURANCE DONOR warrants against defects in material and workmanship. DONOR will not guarantee against defects due to improper installation, the failure of ZOO to perform the level of service it agrees to provide or uses for which the products were not intended. DONOR has no liability for consequential or indirect damages an~ its. only liabilitx is 1;:0 _ __-'- __ ___..~...:J__...;a .......