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20. Term of Agreement. This Agreement shall remain in effect for the period beginning <br />, 2010 and ending , 2013 ("Term"). This Agreement will <br />continue unchanged for successive twelve month periods following the Term unless <br />either party gives written notice to the other party of the intent to terminate prior to <br />ninety (90) days before the end of the Term. <br />21. Amendment. This Agreement may not be amended orally, but only by a written <br />instrument executed by the parties hereto. <br />22. Entire Agreement. This Agreement, including exhibits, contains the entire <br />understanding of the parties with respect to the subject matter set forth in this <br />Agreement. In the event a conflict arises between the parties with respect to any <br />term, condition or provision of this Agreement, the remaining terms, conditions and <br />provisions shall remain in full force and legal effect. No waiver of any term or <br />condition of this Agreement by any party shall be construed by the other as a <br />continuing waiver of such term or condition. <br />23. Attorneys Fees. In the event any action is taken by a party hereto to enforce the <br />terms of this Agreement the prevailing party herein shall be entitled to receive its <br />reasonable attorney's fees. <br />24. Counterparts. This Agreement may be executed in any number of counterparts, and <br />in that event, each counterpart shall be deemed a complete original and be <br />enforceable without reference to any other counterpart. <br />25. Headings. Headings in this Agreement are for convenience only and shall not be <br />used to interpret or construe its provisions. <br />26. Effective Date. This Agreement shall be effective and control the obligations and <br />duties of the parties hereto as of the date first above written. <br />AGENCY: <br />BY: <br />TITLE: <br />DATE: <br />PARS: <br />BY: <br />TITLE: <br />DATE: <br />Page 5 <br />55C-11