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Agreement No. 04012012001 <br />17. GOVERNING LAW <br />The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of <br />California, without regard to the conflicts of laws principals thereof. <br />18. SEVERABILITY <br />If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the <br />remaining provisions shall remain in full force and effect. <br />19. MISCELLANEOUS. <br />19.1 Entire Understanding. This Agreement and the exhibits attached hereto contain the entire understanding and <br />agreement between the parties respecting the subject matter hereof and all prior quotations, invoices, negotiations, <br />understandings, representations, and agreements of the parties, whether oral or written, are superseded in their entirety. <br />19.2 Modifications to Agreement. This Agreement may not be supplemented, modified, amended, released, or <br />discharged except by an instrument in writing signed by each party's duly authorized representative. <br />19.3 Headings Not Controlling. All captions and headings in this Agreement are for purposes of convenience only <br />and shall not affect the construction or interpretation of any of its provisions. <br />19.4 Consent to Breach Not Waiver. Any waiver by either party of any default or breach hereunder shall not <br />constitute a waiver of any provision of this Agreement or of any subsequent default or breach of the same or a different kind. <br />19.5 Third Party Beneficiary. Licensee acknowledges that the provisions of this Agreement are intended to inure to <br />the benefit of the Contributors. If Licensee breached any of these provisions, the Contributors will be entitled to enforce this <br />Agreement directly against the Licensee, whether in DMP's or the Contributors' name. Licensee further acknowledges that DMP <br />executes this Agreement as principal on its own behalf and, exclusively to accept or otherwise perfect the Contributors' rights <br />against Licensee, as agent on behalf of the Contributors. <br />Page 11 of 13 <br />25A-13