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19. Waiver. Any waiver byeitherPartyof a breach of any provisions of this Agreement shall <br />not affect, in any respect, the validity of the remainder of this Agreement or either Parties’ <br />ability to enforce a subsequent breach. <br /> <br />20. Governing Law. This Agreement shall be controlled by thelaws of the State of <br />Minnesota. Any disputes, controversies, or claims arising under this Agreement shall be <br />heard in the state or federal courts of Minnesota and the Parties waive any objections to <br />jurisdiction. <br /> <br />21. Counterparts. This Agreement may be executed in multiple counterparts, each of which <br />shall be considered an original. <br /> <br />22. Severability. The provisions of this Agreement are severable. If any portion hereof is, for <br />any reason, held by a court of competent jurisdiction to be contrary to law, such decision <br />shall not affect the remaining provisions of this Agreement. <br /> <br />23. Entire Agreement. Unless stated otherwise in this Agreement, the entire agreement of the <br />Parties is contained in this Agreement. This Agreement supersedes all prior oral <br />agreements and negotiations between the Parties relating to the subject matter hereof as <br />well as any previous agreements presently in effect between the Parties relating to the <br />subject matter hereof. Any alterations, amendments, deletions, or waivers of the provisions <br />of this Agreement shall be valid only when expressed in writing and duly signed by the <br />Parties, unless otherwise provided herein. <br /> <br />24. Anti-lobbying: By entering into this Agreement, Contractor certifies that it will not and <br />has not used Federal appropriated funds to pay any person or organization for influencing <br />or attempting to influence an officer or employee of any agency, a member of Congress, <br />officer or employee of Congress, or an employee of a member of Congress in connection <br />with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. <br />Further, Contractor agrees to disclose any lobbying with non-Federal funds that takes place <br />in connection with obtaining any Federal award. Such disclosures are forwarded from tier <br />to tier up to the non-Federal award. <br /> <br /> <br />(The remainder of this page has intentionally been left blank.) <br />5 <br />RS160\\9\\1015876.v1 <br />Qbhf!95!pg!231 <br /> <br />