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action brought to enforce or interpret this Contract shall be filed in Los Angeles County, <br />California. <br />32. SECTION HEADINGS <br />Section headings appearing in this Contract are for convenience only and shall not be <br />construed as interpretations of text. <br />33. SURVIVAL <br />Notwithstanding completion or termination of this Contract, the Parties shall continue <br />to be bound by the provisions of this Contract which by their nature survive such <br />completion or termination. <br />34. ATTORNEYS' FEES <br />Except as otherwise provided herein, in the event of any legal action or other <br />proceeding between the Parties arising out of this Contract or the transactions <br />contemplated herein, each Party in such legal action or proceeding shall bear its own costs <br />and expenses incurred therein, including reasonable attorneys' fees. <br />35. PRIOR WORK. <br />In the event that Implementer performs any Work authorized by SCE but prior to the <br />execution of this Contract, then such prior Work shall be considered performed subject to <br />the provisions of this Contract. <br />36. ENTIRE AGREEMENT <br />This Contract (including all of the exhibits and attachments hereto which are <br />incorporated into this Contract by reference) contains the entire agreement and <br />understanding between the Parties with respect to the Program and merges and <br />supersedes all prior agreements, representations and discussions pertaining to the subject <br />matter of this Contract. <br />37. COUNTERPARTS. <br />This Contract may be executed in one or more counterparts, each of which shall be <br />deemed to be an original, but all of which together shall be deemed to be one and the same <br />instrument. <br />[SIGNATURE PAGE FOLLOWS] <br />20B-27