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9. GOVERNMENTAL REGULATION <br />Nothing contained in this Service Agreement shall be construed so as to require the commission of any <br />act contrary to law and wherever there is any conflict between any provision of this Service Agreement <br />and any statute, law, ordinance, order or regulation, the latter shall prevail, but in such event any such <br />provision of this Service Agreement shall be curtailed and limited only to the extent necessary to bring <br />it within the legal requirements. <br />10. ASSIGNMENT <br />This Service Agreement may not be assigned by either party without the express written consent of the <br />other party, except that either party may assign its rights under this Agreement to the purchaser of <br />substantially all of its assets or pursuant to a merger, subject to notice having been provided by that <br />party. <br />11. SEVERABILITY <br />Whenever possible, each provision of this Service Agreement will be interpreted in such manner as to <br />be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, <br />illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, <br />illegality or unenforceability will not affect any other provision or the validity of any provision, and this <br />Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or <br />unenforceable provision had never been contained herein. <br />12. FORCE MAJEURE <br />Notwithstanding anything herein to the contrary, neither party hereto shall be deemed in default with <br />respect to the performance of any of the terms, covenants and conditions of this Agreement, if the same <br />shall be due to any strike, lock -out, civil commotion, invasion, rebellion, hostilities, sabotage, <br />governmental regulations or controls, or Acts of God. <br />13. INUREMENT <br />This Agreement shall inure to the benefit of and be binding upon the parties hereto and their <br />respective permitted assign. <br />14. ENTIRE AGREEMENT <br />This document and the Appendices hereto constitute the entire contract between GOODPOINTE and <br />CLIENT in relation to the Services and may be amended only by written agreement between the parties. <br />No provision of this contract shall be construed as modifying the provisions of any other agreement <br />between GOODPOINTE and CLIENT. <br />15. GOVERNING LAW <br />This Agreement shall be construed in accordance with the laws of the state of Minnesota and the <br />laws of the United States of America where applicable. <br />16. NOTICES <br />4 <br />