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parties and supersedes all prior agreements, understandings, and communications <br />between them, whether oral or written, with respect to the subject matter hereof. No <br />modification, amendment, or waiver of any provision of this Agreement shall be <br />effective unless in writing and signed by both parties. <br />12. Governing Law and Venue. This Agreement shall be governed by and construed in <br />accordance with the laws of the State of Minnesota, without giving effect to any choice <br />of law or conflict of law provisions. <br />Any dispute arising out of or relating to this Agreement shall be venued exclusively in <br />the District Court of Anoka County, Minnesota, and the Parties hereby consent to the <br />personal jurisdiction of such court. <br />13. Severability. If any provision of this Agreement is held to be invalid, illegal, or <br />unenforceable in any respect, such invalidity, illegality, or unenforceability shall not <br />affect any other provision of this Agreement, and this Agreement shall be construed as <br />if such invalid, illegal, or unenforceable provision had never been contained herein. <br />14. Counterparts. This Agreement may be executed in counterparts, each of which shall <br />be deemed an original, but all of which together shall constitute one and the same <br />instrument. Electronic or facsimile signatures shall be deemed original signatures for <br />all purposes. <br />15. Authority to Execute. Each party represents and warrants that it has the full right, <br />power, and authority to enter into this Agreement and to perform its obligations <br />hereunder, and that the person signing this Agreement on its behalf has been properly <br />authorized to do so. <br />signature page to follow <br />Page 7 of 9 <br />