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24.0 WAIVER 24.1 The failure or delay of any party to enforce at any time or any period of time any of the provisions of this Agreement shall not constitute a present or future waiver of such provisions not the right of either party to enforce each and every provision. 24.2 No term or provision hereof shall be deemed waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented, Any consent by any party to, or waiver of, a breach by the other, whether expressed or implied, shall not constitute a consent to, waiver of or excuse for any other, different or subsequent breach. 25.0 ENTIRE AGREEMENT 25.1 This Agreement and its Addenda or Amendment(s) represent the entire agreement between the parties hereto and a final expression of their agreements with respect to the subject matter of this Agreement and supersedes all prior written agreements, oral agreements, representations, understandings or negotiations with respect to the matters covered by this Agreement. This Agreement may be modified or amended, by change order or otherwise, only by a written agreement duly executed by both parties, 26.0 APPLICABLE LAW 26.1 Except to the extent that this Agreement is governed by the laws of the United States, this Agreement shall be governed, interpreted and enforced in accordance with the laws of the State of California without regard to its conflict of laws provisions. 27.0 ASSIGNMENT 27.1 Neither this Agreement nor any rights or obligations hereunder shall be assigned or otherwise transferred by Client without the prior written consent of TriTech, which consent will not be unreasonably withheld. For purposes of this Agreement, it is agreed, but not by way of limitation, that TriTech's withholding of consent is not unreasonable if the proposed assignee is a person, company or other entity which competes with TriTech directly or indirectly, whether itself or through a parent, subsidiary, or entity which is owned or controlled by a competitor of TriTech. Further, TriTech may require the proposed assignee to execute and agree to be bound by this Agreement. TriTech may assign this Agreement to an entity ready, willing and able to perform TriTech's executoty obligations hereunder, upon the express written assumption of the obligations hereunder by the assignee. 28.0 NOTICES 28.1 All notices required to be given under this Agreement shall be made in writing by (i) first -class mail, postage prepaid, certified, return receipt, (ii) by regularly scheduled overnight delivery, (iii) by facsimile or e -mail followed immediately by first -class snail, or (iv) by personal Santa Ann System Purchase and Support Agreement Copyright (D 2015 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 27 or 104