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8. 1. This Agreement, and any accompanying appendices, duplicates, or copies, constitutes the <br />entire agreement between the Parties with respect to the subject matter of this Agreement, and <br />supersedes all prior negotiations, agreements, representations, and understandings of any kind, whether <br />written or oral, between the Parties, preceding the date of this Agreement. <br />8.2. This Agreement may be amended only by written agreement duly executed by an authorized <br />representative of each party (email is acceptable). <br />8.3. If any provision or provisions of this Agreement shall be held unenforceable for any reason, <br />then such provision shall be modified to reflect the parties' intention. All remaining provisions of this <br />Agreement shall remain in full force and effect for the duration of this Agreement. <br />8.4. This Agreement shall not be assigned by either party without the express consent of the <br />other party. <br />8.5. A failure or delay in exercising any right, power or privilege in respect of this Agreement <br />will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or <br />privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or <br />privilege or the exercise of any other right, power or privilege. <br />8.6. This Agreement is be governed by and construed in accordance with the laws of the State of <br />Minnesota without reference to any principles of conflicts of laws, which might cause the application of <br />the laws of another state. Any action instituted by either party arising out of this Agreement will only be <br />brought, tried and resolved in the applicable federal or state courts having jurisdiction in the State of <br />Minnesota. EACH PARTY HEREBY CONSENTS TO THE EXCLUSIVE PERSONAL <br />JURISDICTION AND VENUE OF THE COURTS, STATE AND FEDERAL, HAVING <br />JURISDICTION IN THE STATE OF MINNESOTA. <br />The Parties are signing this Agreement on the date stated in the introductory clause. <br />City of Orono <br />IM <br />Name: <br />Title: <br />Equalized Assessment Solutions <br />By: <br />Name: <br />Title: <br />