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DRAFT <br />either party gives written notice to the other parry of the intent to terminate prior to ninety <br />(90) days before the end of the Term. <br />18. Amendment. This Agreement may not be amended orally, but only by a written <br />instrument executed by the parties hereto. <br />19. Entire Agreement. This Agreement, including exhibits, contains the entire <br />understanding of the parties with respect to the subject matter set forth in this Agreement. <br />In the event a conflict arises between the parties with respect to any term, condition or <br />provision of this Agreement, the remaining terms, conditions and provisions shall remain <br />in full force and legal effect. No waiver of any term or condition of this Agreement by <br />any parry shall be construed by the other as a continuing waiver of such term or <br />condition. <br />20. Attorney's Fees. In the event any action is taken by a parry hereto to enforce the terms <br />of this Agreement, the prevailing party therein shall be entitled to receive its reasonable <br />attorney's fees. <br />21. Counterparts. This Agreement may be executed in any number of counterparts, and in <br />that event, each counterpart shall be deemed a complete original and be enforceable <br />without reference to any other counterpart. <br />22. Headings. Headings in this Agreement are for convenience only and shall not be used to <br />interpret or construe its provisions. <br />23. Effective Date. This Agreement shall be effective on the date first above written, and <br />also shall be the date the Agreement is executed. <br />AGENCY: <br />BY: <br />TITLE: Executive Director of Personnel Services <br />DATE: <br />PARS: <br />BY: <br />TITLE: <br />DATE: <br />Page 4 <br />55B-10