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19 <br />parties relating to the subject matter hereof, except as otherwise provided <br />in this Agreement. <br />I. Governing Law. The Agreement shall be governed by and interpreted in <br />accordance with applicable federal law. To the extent the federal law does <br />not govern, this Agreement shall be governed by the laws of the State of <br />Minnesota and the courts in such state shall have sole and exclusive <br />jurisdiction of any dispute related hereto and arising hereunder. <br />J. Independent Contractors. Benefit Extras shall be construed to be acting as <br />an independent contractor and not as an employee of Employer or Plan <br />Administrator. Benefit Extras, Employer and Plan Administrator shall not <br />have the power or authority to act for or on behalf of, or to bind the other <br />party, except as set forth in this Agreement. <br />K. Third Party Beneficiaries. The obligations of each party to this Agreement <br />shall inure solely to the benefit of the other signatory party(ies). Except as <br />expressly provided in this Agreement, no person or entity is intended to be <br />or shall be construed or deemed to be a third party beneficiary of this <br />Agreement. <br />L. Successors and Assigns. This Agreement shall be binding on any <br />successors, assigns and subcontractors of the parties authorized under this <br />Agreement. <br />M. Audit Rights. The parties agree to cooperate in all reasonable audits. Audit <br />fees shall be payable by the party initiating the audit. Audits shall be <br />conducted using procedures mutually agreed upon by the parties. Results <br />of the audit may be shared with the party being audited at the sole <br />discretion of the party initiating the audit. <br />N. Counterparts. This Agreement may be executed in two or more <br />counterparts, each of which shall be deemed an original, but all of which <br />taken together shall constitute one and the same instrument. <br />O. Force Majeure. Neither party shall be liable for any delay or failure to <br />perform its obligations under this Agreement arising out of a cause beyond <br />its control or without its fault or negligence. Such causes may include, but <br />are not limited to, fires, floods, and natural disasters.