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7 <br /> <br /> <br /> <br />15. Representations and Warranties: Each Party represents and <br />warrants that it has the full power and authority to enter into this <br />agreement and to perform its obligations hereunder. <br /> <br />16. Indemnification: The Parties mutually agree to indemnify and hold <br />harmless each other from any claims, losses, costs, expenses or <br />damages resulting from the acts or omissions of their respective <br />officers, agents, or employees relating to activities conducted by any <br />party under this agreement. <br /> <br />17. Relationship of the Parties: Nothing in this agreement shall be <br />construed as creating a partnership, joint venture, or agency <br />relationship among the Parties, nor shall it create any liability for any <br />Party for the debts or obligations of another Party. <br /> <br />18. Amendments: This agreement may be amended only by a written <br />agreement executed by authorized representatives of all Parties. <br /> <br />19. Controlling Law: This agreement shall be governed by and <br />construed in accordance with the substantive and procedural laws of <br />the State of Minnesota. <br /> <br />20. Waiver: No failure by any party to insist upon the strict performance <br />of any covenant, duty, agreement, or condition of this agreement or the <br />to exercise any right or remedy consequent upon a breach thereof shall <br />constitute a waiver of any such breach or any other covenant, <br />agreement, term, or condition. <br /> <br />21. Entire Agreement: This agreement constitutes the entire agreement <br />among the Parties with respect to the subject matter hereof and <br />supersedes any prior or contemporaneous agreements, understandings, <br />and representations, whether express or implied. <br /> <br />22. Title and Captions. All section titles or captions in this agreement <br />are for convenience only. They shall not be deemed part of this <br />agreement and in no way define, limit, extend or describe the scope or <br />intent of any provisions hereof. <br /> <br />23. Severability: Should any portion, term, condition, or provision of this <br />agreement be decided by a court of competent jurisdiction to be illegal <br />or in conflict with any laws of the State of Minnesota, or to be <br />Page 368 of 406