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. <br />3 <br /> <br /> <br />To: Company: <br /> ATTN: Chief Sales Officer <br /> Utility Service Partners Private Label, Inc. <br /> 11 Grandview Circle, Suite 100 <br /> Canonsburg, PA 15317 <br /> Phone: (866) 974-4801 <br /> <br />7. Modifications or Amendments/Entire Agreement. Any and all of the representations and <br />obligations of the Parties are contained herein, and no modification, waiver or amendment of <br />this Agreement or of any of its conditions or provisions shall be binding upon a party unless in <br />writing signed by that Party. <br /> <br />8. Assignment. This Agreement and the License granted herein may not be assigned by <br />Company other than to an affiliate or an acquirer of all or substantially all of its assets, without <br />the prior written consent of the City, such consent not to be unreasonably withheld. <br /> <br />9. Counterparts/Electronic Delivery; No Third Party Beneficiary. This Agreement may be <br />executed in counterparts, all such counterparts will constitute the same contract and the <br />signature of any Party to any counterpart will be deemed a signature to, and may be appended <br />to, any other counterpart. Executed copies hereof may be delivered by facsimile or e-mail and <br />upon receipt will be deemed originals and binding upon the Parties hereto, regardless of whether <br />originals are delivered thereafter. Nothing expressed or implied in this Agreement is intended, or <br />should be construed, to confer upon or give any person or entity not a party to this agreement <br />any third- party beneficiary rights, interests, or remedies under or by reason of any term, <br />provision, condition, undertaking, warranty, representation, or agreement contained in this <br />Agreement. <br /> <br />10. Choice of Law/Attorney Fees. The governing law shall be the laws of the State of <br />Minnesota. In the event that at any time during the Term or any Renewal Term either Party <br />institutes any action or proceeding against the other relating to the provisions of this Agreement <br />or any default hereunder, then the unsuccessful Party shall be responsible for the reasonable <br />expenses of such action including reasonable attorney's fees, incurred therein by the successful <br />Party. <br /> <br />11. Incorporation of Recitals and Exhibits. The above Recitals and Exhibit A attached hereto <br />are incorporated by this reference and expressly made part of this Agreement. <br /> <br />[Signature Page Follows] <br /> <br /> <br />