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22. Headings. The headings contained in this Agreement have been inserted for convenience <br />of reference only and shall in no way define, limit, or affect the scope and intent of this <br />Agreement. <br />23. Severability. The provisions of this Agreement are severable. If any portion of this <br />Agreement is, for any reason, held by a court of competent jurisdiction to be contrary to <br />law, such decision will not affect the remaining provisions of the Agreement. <br />24. Governing Law and Venue. This Agreement will be controlled by the laws of the State <br />of Minnesota. Any disputes, controversies, or claims arising out of this Agreement shall <br />be heard in the state or federal courts of Minnesota in Hennepin County, and all Parties to <br />this Agreement waive any objection to the jurisdiction of these courts, whether based on <br />convenience or otherwise. <br />remainder of page left intentionally blank] <br />5 <br />MU125\11\729839.v2