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b. hand or by facsimile transmission, on the date of such delivery or <br /> transmission; and <br /> c. electronic mail, when the Party sending such communication <br /> receives confirmation of such delivery by electronic mail. <br /> 2.8 Miscellaneous <br /> a. The failure of either party to enforce its rights under this <br /> Agreement at any time for any period shall not be construed as a <br /> waiver of such rights. <br /> b. If any part, term or provision of this Agreement is held to be <br /> illegal or unenforceable neither the validity or enforceability of the <br /> remainder of this Agreement shall be affected. <br /> c. Neither Party shall assign or transfer all or any part of its rights <br /> under this Agreement without the consent of the other Party. <br /> d. This Agreement may not be amended for any other reason <br /> without the prior written agreement of both Parties. <br /> e. This Agreement constitutes the entire understanding between the <br /> Parties relating to the subject matter hereof unless any <br /> representation or warranty made about this Agreement was made <br /> fraudulently and, save as may be expressly referred to or referenced <br /> herein, supersedes all prior representations, writings, negotiations or <br /> understandings with respect hereto. <br /> f. Neither Party shall be liable for failure to perform or delay in <br /> performing any obligation under this Agreement if the failure or delay <br /> is caused by any circumstances beyond its reasonable control, <br /> including but not limited to acts of god, war, civil commotion or <br /> industrial dispute. If such delay or failure continues for at least 7 days, <br /> the Party not affected by such delay or failure shall be entitled to <br /> terminate this Agreement by notice in writing to the other. <br /> g. This Clause 2.8(g) and Clauses 2.3, 2.5, 2.6, 2.7 and 2.8 of this <br /> Agreement shall survive any termination or expiration. <br /> h. This Agreement shall be governed by the laws of the jurisdiction <br /> in which the Buyer is located (or if the Buyer is based in more than <br /> one country, the country in which its headquarters are located) (the <br /> "Territory") and the parties agree to submit disputes arising out of or <br /> in connection with this Agreement to the non-exclusive of the courts <br /> in the Territory. <br /> CO 2021 Key Code Media,Inc. <br /> City of Everett I Support Services I February 26th,2021 Page 7 <br />