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ARTICLE 16—UCC INAPPLICABILITY <br />16.1 Training provided under this Agreement will not be governed by the Uniform Commercial Code (UCC) and will not be <br />deemed "goods" within the definition of the UCC. <br />ARTICLE 17— GOVERNING LAW <br />17.1 This Agreement is governed by and construed in accordance with the laws of the state in which training is being held or, <br />in the case of training provided over the Internet, the laws of the State of California, without reference to its conflict of laws <br />principles. <br />ARTICLE 18— ENTIRE AGREEMENT <br />18.1 This Agreement constitutes the sole and entire agreement of the parties as to the subject matter set forth herein and <br />supersedes any previous agreements, understandings, and arrangements (including any attached purchase order terms and <br />conditions) between the parties relating to such subject matter. The undersigned hereby acknowledges and represents that <br />he /she has read and understands this Agreement and has the authority to bind his /her organization to these terms and <br />conditions. An executed Agreement shall constitute a duplicate if it is transmitted through electronic means, such as fax or <br />e -mail, and reflect the signing of the document by Client. Duplicates are valid and binding even if an original paper document <br />bearing Client's original signature is not delivered. <br />IN WITNESS WI- IEREOF, the parties have caused this Agreement to be executed and effective as of the last date written <br />below. <br />(Client) <br />By: <br />Authorized Signature <br />Printed Name: <br />Title: <br />Date: <br />E207 <br />ENVIRONMENTAL SYSTEMS <br />RESEARCH INSTITUTE, INC. <br />(Esri) <br />By: <br />Authorized Signature <br />Printed Name: <br />Title: <br />Date: <br />Page 6 of <br />25A -10 <br />10/22/2014 <br />