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128619861v2 <br /> <br /> <br />matter of this Agreement which are not fully expressed herein or in the Exhibits attached <br />hereto. <br />(c) Partial Invalidity. In the event that any provision of this Agreement may be <br />held to be invalid the same shall not affect in any respect whatsoever the validity of the <br />remainder of this Agreement. <br />(d) Waiver. A waiver by a party of its rights or of the performance by any other <br />party of any of its obligations under this Agreement shall be without prejudice to such <br />parties other rights under this Agreement and shall not constitute a waiver of any other of <br />such rights or of the performance by the other party of any other of its or their obligations <br />under this Agreement. <br />(e) Amendments. This Agreement may be amended or altered but such <br />amendment or alteration shall only be effective when reduced in writing and signed by <br />authorized representatives, heirs, and/or executors, as applicable, of all of the parties hereto. <br />(f) Counterparts. This Agreement may be executed into any number of <br />counterparts, each of which shall be deemed an original, but all of which shall together <br />constitute one and the same instrument. Facsimile and electronically scanned signatures <br />shall be deemed the same as originals and shall be legally binding. <br />(g) Applicable Law; Venue. This Agreement and the performance of the Services <br />or any of the obligations imposed by this Agreement will be governed by, and construed in <br />accordance with, the laws of the State of Ohio, without giving effect to any choice or conflict <br />of law provision or rule that would cause the application of the laws of any jurisdiction other <br />than the State of Ohio. Any legal action arising out of or relating to this Agreement, the <br />Services, or the transactions contemplated by this Agreement will be brought in the state or <br />federal courts located in Cuyahoga County, Ohio and each party hereto consents to the <br />exclusive personal jurisdiction of such courts. Each party agrees that a final judgment in any <br />action or proceeding so brought will be conclusive and may be enforced by suit on the <br />judgment or in any other manner provided by law or at equity. <br />(h) Notice. Any notice, offer, demand, request, consent, approval or other <br />instrument which may or is required to be given or made under this Agreement shall be <br />given or be made in writing and shall be served personally, or transmitted by e-mail or <br />facsimile transmission, or mailed by prepaid registered post and shall be addressed: <br /> <br />To the Client: <br />_________________________ <br /> <br />__________________________ <br /> <br />__________________________ <br /> <br />Email: ____________________ <br />